INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made on the Effective Date identified below by and between
Financial Telesis Inc. ("Adviso�"), represented by W. Michael Montgomery, AIF, CLU, CFS, TGPC, an investment
advisor representative, and the entity shown on Appendix A attached hereto (°Client"), with reference to the following:
Client sponsors and maintains a Defined Contribution retirement plan (" 401(a) Plan"), pursuant to section 401(a) of
the Intemal Revenue Code of 1986, as amended, and a Deferred Compensation Plan ("457(b) Plan°), pursuant to
IRC Section 457(b), which are not subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Client
has the power and authority to designate and direct investment altematives under the terms of the Plan and to enter
into contractual arrangements with third parties to assist in the discharge of these and related duties. The type of
Plan is specified on Appendix A.
Advisor is a registered investment advisor under the Investment Advisers Act of 1940, as amended (the "Act"), and
will render advisory services under this Agreement through its employees and employees of Financial Telesis Inc.
who are registered as advisory representatives of Advisor ("registered employees"), inGuding investment advisory
services to defined benefit plans, defined contribution plans, or both.
In connection with and in discharge of its duties with respect to the Plan, Client desires to engage the services of
Advisor for the purposes specifically set forth below.
NOW, THEREFORE, in consideration of the following mutual promises and covenants, Client and Advisor agree as
follows:
1. Advisory Services
Advisor shall provide the services selected by Client on Appendix A. Such services are described below.
a. Preparation of Investment Policy Statement. The Advisor will prepare or revise an investment policy
statement ("IPS") for the Plan based upon consultation with the Client to ascertain the ClienYs
investment objectives, policies, and constraints and will assist Client in developing a policy and IPS that
is consistent with accepted fiduciary practices. The Advisor provides no assurances that the Client will
achieve the investment objectives in the IPS.
b. Review of Fiduciary Practices. Advisor will conduct a review of current investment fiduciary practices
based upon consultation with Client and review of materials provided by Client, and will prepare a
written report for Client.
c. Plan Design Consultation. Advisor will assist Client with the design of plan provisions pursuant to
Client objectives. Advisor does not provide legal advice and recommends that Client also engage the
services of a qualified retirement plan attomey for the purpose of plan design and document creation.
d. Assistance with Plan Investment Committee Charter. Advisor will advise and assist with the
creation or revision of a cha►ter for the Plan Investment Committee and/ or Board.
e. Fiduciary Due Diligence Notebook. Advisor will create a notebook to assist with the organization of
various fiduciary practices and materials.
f. Fiduciary File Cabinet. Advisor will create a secured online account for archiving and retrieval of
various plan related documents.
g. Fee Benchmarking and Cost Reduction Initiatives. Advisor will prepare a Total Cost Analysis report
at least annually to compare investment and service fees to industry benchmarks for services of similar
quality, and from time to time, to alternative providers. Advisor will also recommend various contract,
fund and/or process initiatives to manage fees levels.
h. Quarterly Performance Monitoring of Investment Manager(s). Advisor will perform quarterly
monitoring of investment manager(s) or investments in accordance with the IPS guidelines to ensure
compliance. The investment manager(s) or investments will be evaluated according to the established
guidelines as outlined in the IPS and investment portfolio characteristics, performance of duties, and
investment process and philosophy. Though recognizing that these plans are not subject to ERISA, the
advisor will monitor the appropriateness and continued suitability of each of the investments with a view
to the "broad range" requirement described in ERISA Seetion 404(c).
Financial Telesis Inc Investment Advisory Agreement - 1- Iri111aI5 �l/ "✓ �
Performance Reports and Investment Recommendations. The Advisor will prepare reports
evaluating the perFormance of Plan investment manager(s) or investments, as the case may be, as well
as comparing the performance thereof to benchmarks set forth in the IPS. The information used to
generate the reports will be derived from statements provided by the Client. The Advisor will
recommend, for selection by the Client, specific funds to be hetd by the plan or, in the case of a
participant-direded defined contribution plan, offered as investment options under the Plan consistent
with the policies outlined in the IPS. The advisor will recommend, for selection by the Client, investment
replacements if an existing investment is no longer suitable as an investment option, and appropriate
action to substitute alternative investments.
j. Attendance at Plan Committee and other meetings. Advisor personnel will attend up to four
regularly scheduled quarterly Plan Committee meetings per year, as well as other meetings as
reasonably requested by Client.
k. Fiduciary Plan Review. Advisor will conduct a review of Plan design, operational and administrative
issues, as well as a compliance review and assessment of regulatory and fiduciary issues, no less than
annually.
I. Fiduciary Education Services to Plan Committee. Advisor will provide educational materials to the
members of the Plan Committee covering guidance with respect to fiduciary duties.
m. Fiduciary Consulting Services. Advisor will serve as a fiduciary consutting/advisory resource for
Client and Plan Committee. (Advisor does not offer legal or ta�c advice).
n. Strategic Guidance. Advisor will offer advice, research and assistance on various plan issues to Client
and Plan Committee. (Advisor does not offer legal or tax advice)
o. Participant Education Guidance. Advisor will assist Client with the design and implementation of an
employee education campaign.
p. Vendor Coordination Assistance. Advisor will assist with plan vendor coordination/vendor relations
assistance.
q. Accessibility of Consultants. Advisor will provide live accessibility to consulting personnel.
r. Initial Vendor Search. Advisor will manage the preparation, distribution and evaluation of RFP's,
finalist interviews, and conversion support for a vendor search initiated during the first eighteen months
of this Agreement. Future RFP and conversion services may incur an additional consulting fee. This
report will review and compare each vendor's capabilities with the following, among other factors:
i. Corporate background and expertise with non-profit employers
ii. Conversion services
iii. Recordkeeping
iv. Administration
v. Participant communications
vi. Technology services
vii. Website services and functionality
viii. Timing standards
ix. Plan compliance
x. Benefit processing
xi. Investment management services
xii. Hard and soft dollar administrative, investment management, asset and other fees
charged by each vendor
xiii. Liquidity and discontinuance features
Financial Telesis Inc Invesdnent Advisory Agreemen[ - 2- Iri1t1�S �� /
.� �
The information used to generate the reports may be derived in whole or in part from statements
provided by the Client and/or the Plan service provider. The Advisor may recommend, for selection by
the Client, specific funds to be offered as investment options under the Plan. It is understood and
agreed that the Advisor does not assume responsibility for the accuracy of the information fumished by
the Client, Plan service provider, or any other person, firm, or corporation. Information which forms the
basis of the recommendations about the investments will be derived from sources which the Advisor
believes to be reliable but whose accuracy is not and cannot be guaranteed by the Advisor.
s. Fund Selection Assistance. Advisor will assist with the evaluation and selection of the initial fund
menu subsequent to any change in retirement plan provider(s).
t. Advice and Participation in Finalist Presentations. Advisor will assist with the preparation for any
finalist presentations pursuant to Section 1.m. of this Agreement (Initial Vendor Search) by suggesting
potential format and evaluation criteria. Advisor will actively participate in the meetings as an advisor to
Client, and will help organize and interpret vendor responses.
u. Implementation Assistance. Upon selection of the Plan provider(s) pursuant to Section 1.r. of this
Agreement (Initial Vendor Search), Advisor witl review contract materials and advise Client regarding
beneficial contract features. Advisor will attend an initial implementation meeting and assist with
creation of an implementation plan. Establishment of investment fiduciary processes and ongoing
investment advisory services are not included in this agreement but are available and can be addressed
in a separate Investment Advisory Agreement at the discretion of Client.
v. Additional Services. Services as agreed upon by Advisor and Client and outlined in Appendix A.
2. Term
The term of this Agreement shall commence on the Effective Date and shall continue unless and until terminated by
either party on not less than 60 days written notice to the other party. If the effective date of termination of this
Agreement occurs during the quarter in which the notice of termination is given and is other than the last day of a
calendar qua�ter for which the Advisor has received payment, Advisor shall be entitled to retain its entire fee for such
quarter; provided that if the termination date extends beyond the last day of the quarter in which the notice is given
and into a new calendar quarter for which Advisor has not been previously paid, the Client shall pay to Advisor a pro
rata portion of its quarterly fee for such additional period. Any such additional fee shall be paid concurrently with the
notice of termination if given by Client and within 5 business days following the notice of termination by Advisor.
3. Compensation
Advisor shall be paid for services by the party and in the manner selected in Appendix A, in equal quarterly
installments, payable in advance on the first business day of each quarter during the term of the Agreement. If the
fee structure is based upon a percentage of the account assets, subsequent quarterly fees will be calculated based
upon the ending market value of the Plan assets. By signing this Agreement and checking the "Investment Provider"
box on Appendix A, Client authorizes the investment provider to pay such compensation directly to Advisor.
4. Representations, Warranties and Disclosures of Client
a) The Client acknowledges that (i) it has selected the investments to be held by or offered under the Plan, (ii)
Advisor is acting in an advisory capacity only and has no discretion over the investments held by or offered under
the Plan, (iii) Client has been advised by Advisor that investments fluctuate in value and the value of the
investments when sold may be greater or lesser than the original cost, and Client acknowledges and agrees that
Advisor does not warrant or guarantee any level of performance by any of the investments or that any investment
will be profitable over time and that the Plan and its participants are assuming the market risk involved in the
investment of Plan assets, and (iv) past investment performance does not necessarily guarantee any level of
future investment performance. The Client further acknowledges that delivery of the reports described above
depends upon timely delivery of the necessary statements to Advisor, and Advisor is not responsible for verifying
the accuracy of the statements provided by the Client.
b) Notwithstanding any other provision of this Agreement, if capital stock of the employer sponsoring the Plan
("Stock") is held by or offered as an investment option under the Plan, Advisor shall have no responsibility with
respect thereto.
c) Client has the power and authority to enter into and perform this Agreement, and there are no authorizations,
permits, certifications, licenses, filings, registrations, approvals or consents that must be obtained by it from any
third party, including any govemmental authority, in connection with this Agreement.
Financial Telesis Inc Investment Advisory Agreement - 3- III1i181S ��2 l/(�_
d) This Agreement has been duly authorized and executed and constitutes the legal, valid and binding Agreement
of Client, enforceable in accordance with its terms.
e) All information provided or to be provided to Advisor hereunder to enable Advisor to perform the services
selected in Appendix A is and shall be true, correct and complete in all material respects. Client acknowledges
that Advisor is entitled to rely upon all information provided by Client to Advisor whether financial or otherwise.
Client agrees to promptly notify Advisor in writing of any material change in the financial and other information
provided to Advisor and to promptly provide any such additional information as may be requested by Advisor.
� Client acknowledges that Advisor shall not, and cannot, provide legal or tax advice to the Client or the Plan.
Client agrees to seek the advice of its legal advisor, as to matters that might arise relating to the operations and
administration of the Plan.
g) Receipt of DisGosure Statement: Client acknowledges receipt of Part II of Form ADV of Advisor prior to or
contemporaneously with execution of this agreement and understands that this agreement may be terminated
without penalty within five (5) business days after entering this agreement. Advisor will, upon written request of
Client, deliver to Client on an annual basis, the current Part II of Advisor's Form ADV.
5. Representations, Warranties and Disclosures of Advisor
a) Advisor is registered under the Act and shall maintain such registration through the term of this Agreement. All
personnel assigned by Advisor to render services hereunder, shall be appropriately licensed as required by law.
Advisor shall not delegate any functions described above that are covered by the Act, to non-licensed
employees.
b) Advisor has the power and authority to enter into and perform this Agreement, and there are no authorizations,
permits, certifications, licenses, filings, registrations, approvals or consents which must be obtained by it from
any third party, including any governmental authority, in connection with this Agreement.
c) This Agreement has been duly authorized and executed and constitutes the legal, valid and binding Agreement
of Advisor, enforceable in accordance with its terms.
6. Limits on Liability
a) Client agrees that the only responsibilities of Advisor hereunder are to render the services selected on Appendix
A. Neither Advisor nor any "person associated with" Advisor, as such term is defined in Section 202(a)(17) of the
Act, shall have the authority to take custody or possession of any assets of the Plan.
b) Subject to the provisions below, Advisor will not be subject to any claim arising under the Plan associated with
any act or faiture to act of Client, any other fiduciary of the Plan or any Plan Participant, or any failure of Client to
comply with any of its obligations relating to the Plan. In the absence of gross negligence or intentional
misconduct on its part, Advisor shall not be liable for any action taken, suffered or omitted by it or for any error in
judgment made by it in the performance of its non-fiduciary duties hereunder.
c) Each party hereto agrees to indemnify and hold the other harmless, to the extent allowed under Section 76828,
F.S., from all claims, loss, damage and expense, including attorney fees and costs and attorney fees and costs
on appeal, arising from the negligent acts or omissions of the indemnifying party's officers, employees,
contractors and agents related to its performance under this Agreement. Such indemnification shall include
reasonable attomey's fees and costs for all proceedings at the trial and appellate level. This provision does not
constitute a waiver of any party's sovereign immunity under Section 768.28, F.S. or extend any party's liability
beyond the limits established in Section 768.28, F.S.
Financial Telesis Inc Investrnent Advisory Agreement - 4- Ill1t13�S h/�� //" �
7. Fiduciary Status
Advisor acknowledges that certain senrices that it may perForm under this Agreement constitute the provision of
investment advice to the Plan for compensation and, as a consequence, is a"fiduciary" as such term is defined under
Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The parties
acknowledge and agree that Advisor:
a) Has no responsibility to and will not (i) exercise any discretionary authority or discretionary control respecting
management of the Plan, (ii) exercise any authority or control respecting management or disposition of assets of
the Plan, or (iii) have any discretionary authority or discretionary responsibiliry in the administration of the Plan or
interpretation of the Plan documents , and
b) Is not an "investment manager" as defined in Section 3(38) of ERISA and does not have the power to manage,
acquire or dispose of any plan assets.
In performing its duties hereunder, Advisor will act in a manner consistent with the requirements of a fiduciary under
ERISA charged with perForming with the duties specified in Section 2 of Appendix A. Accordingly, Client
acknowledges that the sole standard of care imposed on Advisor and its agents hereunder is to act with the care,
skill, prudence and diligence under the circumstances then prevailing that a prudent investor acting in a like capacity
would use.
8. Non-Exclusive Services; Relationship of Parties
Client understands that Advisor and its affiliates perform, among other things, brokerage and investment advisory
services for other clients. Client recognizes that Advisor or any of its affiliates may give advice and take action in the
performance of its duties for such other Gients (inGuding those who may have similar retirement plan arrangements
as Client) which may differ from advice given, or in the timing and nature of action taken, with respect to Client.
Nothing in this Agreement shall be deemed to impose on Advisor, or any of its affiliates, any obligation to advise
Client with respect to the Plan, including the Services provided by Advisor under this Agreement, or any of its
affiliates, in the same manner as it may advise any of its other clients. Client also acknowledges that Advisor and its
affiliates may, by reason of its other activities as described above, from time to time acquire confidential information.
Client acknowledges and agrees that Advisor is unable to divulge to the Client or any other party, or to act upon, any
such confidential inforrnation with respect to its perFormance of this Agreement.
9. Expenses
Advisor shall be entitled to reimbursement of any reasonable and necessary expenses incurred by it pursuant to
additional services not specified in section 1 of this Agreement which are performed at the request of Client. In the
event of any litigation involving the Plan, Client shall reimburse Advisor for all costs of providing records and
preparing custom reports beyond those included in section 1 of this Agreement. Advisor shall also be entitled to
reimbursement for preparing and providing testimony in such litigation, inGuding the reasonable compensation of its
employees in performing such functions, whether or not Advisor is a party to such action. Any such expenses must
be approved in advance by Client.
10. General Provisions
Entire Agreement. This Agreement constitutes the entire agreement belween Client and Advisor with respect to the
matters set forth herein, and each party acknowledges and agrees that no representations, warranties, inducements,
promises or agreements other than those set forth herein have been made by any party to the other.
Amendments. No modifications, amendments or attempted waiver of any provisions of this Agreement shall be valid
unless in writing and signed by both parties hereto.
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, except to the extent federal law preempts state law. Any legal action or proceeding relating to this
Agreement shall be instituted in a state court in Pinellas County, Florida, or a federal court in Hillsborough County,
Florida, and each party hereby submits to the personal jurisdiction of such courts and waives any defense related to
venue or forum non conveniens.
Nonassignability; Binding Effect. Neither party to this Agreement may assign or delegate any rights or obligations
hereunder without first obtaining the written consent of the other, but this Agreement shall be binding upon and inure
to the benefit of the parties and their permitted successors and assigns.
Survival. The provisions in sections 6, 8 and 9 shall survive the termination of this Agreement.
Financial Telesis Inc Investment Advisory Agreemrnt - 5- Iri1t18IS ��`G� "� �--
Notice. All notices required by this Agreement shall be in writing and delivered by U.S. Mail, overnight express
delivery, facsimile or email and shall be effective on the date of delivery if personally delivered or delivered by email
or on the date of posting if mailed. Notices shall be delivered to the following addresses:
If to Client: Address as indicated in Appendix A
If to Advisor: Financial Telesis Inc.
Attn.: W. Michael Montgomery
Montgomery Retirement Plan Advisors, Inc.
14502 N. Dale Mabry Highway, Suite 328
Tampa, FL 33618
813-909-9305
Advice of Counsel. Each party represents and warrants that in executing this Agreement it has had the opportunity
to obtain independent accounting, financial, investment, legal, tax and other appropriate advice; that the terms of the
Agreement have been carefutly read by such party and its consequences explained to such party by his or their
independent advisors, and that such party fully understands the terms and consequences of this Agreement. Each
party further represents and warrants that, i� executing this Agreement, it has not relied on any inducements,
promises or representations made by the other party (except those expressly set forth herein) or the accountants,
attorneys or other agents representing or serving the other party. Each party represents and warrants that its
execution of this Agreement is free and voluntary.
Amendment and Waiver. No provision of this Agreement or any of the documents referred to herein may be
amended, modified, supplemented, changed, waived, discharged or terminated, except by a writing signed by or on
behalf of each party hereto.
Interpretation. This Agreement shall be construed in accordance with its fair meaning as if prepared by all parties
hereto, and shall not be interpreted against either party on the basis that it was prepared by one party or the other.
The captions, headings, and subheadings used in this Agreement are for convenience only and do not in any way
affect, limit, amplify or modify the terms and provisions thereof. Words used herein in the masculine gender shall
include the neuter and feminine gender, words used herein in the neuter gender shall include the masculine and
feminine, words used herein in the singular shall include the plural, and words used in the plural shall include the
singular, wherever the context so reasonably requires.
Arbitration. In the event of a dispute arising from or relating to this agreement or a breach thereof, the parties agree
to try in good faith to resolve the dispute through direct discussions, the parties to endeavor first to settle the dispute
by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures, the
New York Stock Exchange, Inc., or Financial Industry Regulatory Authority (FINRA), as agreed to by the parties
before resorting to arbitration. If they are unable to resolve the dispute through mediation, within sixty (60) days from
the date notice is first given by one party to the other as to the existence of such a dispute, the parties agree to
submit to resolution by arbitration before a panel of independent arbitrators administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules, the New York Stock F�cchange, Inc., or Financial
Industry Regulatory Authority (FINRA), as agreed to by the parties. Such arbitration shall be binding and final, and
the judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The
arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual
damages, except as may be required by statute.
\The Parties have caused this Agreement to be signed by their duly authorized representatives as of
L� C.2m�e�- Fo�1Ol 1 (the "Effective Date").
City of Clearvvater
��
Plan Administr or Signature
y. /� • Ma..,-„ ay.ev'
Title
Financial Telesis Inc.
Investment Advisor
� ��G//��l�" " ' , "
FTI Registered Principal
� I have received from Financial Telesis Inc. the Form ADV Part II /�Schedule F.
Financial Telesis Inc Investment Advisory Agreement - 6- Iri1Y181S �C�� ���'�' `� '-�
Countersigned:
��v' ✓
By:
Frank V. Hibbard
Mayor
Approved as to form:
�
Leslie K. Dougall- i s
Assistant City Atto
CITY OF CLEARWATER, FLORIDA
���
Wi iam B. Horne il
City Manager
Attest:
Rosemarie Cali
City Clerk
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Financial Telesis Inc Investment Advisory Ageement - 7- Iri1t131S
APPENDIX A
Client Name / Address: City of Clearwater
100 South Myrtle Avenue
Clearwater, FL 33756
Authorized Signatory: � �IP�C ��
Au,F,.J J� c, �,z�� c, ti: �.��{.
Plan Names:
Plan Tax IDs:
Seroices:
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City of Clearwater 401(a) Money Purchase Pension Plan
City of Clearwater ICMA 457 Governmental Plan and Trust
City of Clearwater Nationwide 457 Govemmental Plan and Trust
Designation as ERISA 3(21)(a) Plan Fiduciary
Preparation of Investment Policy Statement ("IPS")
Plan design consultation
Assistance with Plan Investment Committee Charter
Creation of Fiduciary Due Diligence Notebook
Creation and use of Fiduciary File Cabinet'"" online archive
Fee benchmarking and cost reduction initiatives
Quarterly performance monitoring of investment managers
Performance reports and investment recommendations
Attendance at Plan Committee and other meetings.
Annual, comprehensive Fiduciary Plan Review
Fiduciary education services to Plan Committee
Fiduciary consulting services and resources
Strategic guidance
Participant education guidance
Vendor coordination assistance
Accessibility of consultants
Initial vendor search
Fund selection assistance
Advice and pa�ticipation in finalist presentations
Implementation assistance
Additional services:
Plan Type: �
Compensation: �
Bill To: �
Defined Contribution Plans
$32,000 per year, payable quarterly in advance ($8,000 per quarter)
Client or investment provider, at Client discretion