AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENTS FOR PLAN NUMBERS 300269, 109729 (2)AMENDMENT
TO THE
Administrative Services Agreements
for Plan Numbers 300269,109729
This Amendment to the Administrative Services Agreements ("Agreements") for Plan numbers
(the "Plans") is entered by and between the City of Clearwater ("Employer") and ICMA
Retirement Corporation ("ICMA-RC"), effective as of the date of execution by the Employer
below ("Execution Date").
WHEREAS, the Employer sponsors the Plans on behalf of its eligible employees and retirees;
and
WHEREAS, the Employer entered the Agreements to engage ICMA-RC to provide
administrative services and investments for the Plan under the terms specified in the
Agreements; and
WHEREAS, the parties wish to amend the Agreements to provide for the continued elimination
of the Plan Administration fee and the Mutual Funds Fee under the Agreements contingent upon
the Employer's use of EZLink for contribution processing over the term of the Agreement and
contribution funds are submitted through wire transfer or ACH; and
WHEREAS, Section 10(a) of the Agreement provides that the Agreements may be amended
pursuant to a written instrument signed by the parties;
NOW, THEREFORE, the Agreements are hereby amended as follows:
FIRST
Section 6 of the Agreements, titled "Compensation and PaymenY' is amended by
replacing all subsections with the following:
(a) ICMA-RC's compensation under this Agreement shall be as set forth below.
(b) Compensation for Management Services to the Trust, Compensation for
Advisory and other Services to The Vantagepoint Funds and Payments
from Third-Party Mutual Funds. Employer acknowledges that in addition
to amounts payable under this Agreement, ICMA-RC receives fees from the
Trust for investment management services furnished to the Trust. Employer
further acknowledges that certain wholly owned subsidiaries of ICMA-RC
receive compensation for advisory and other services furnished to The
Vantagepoint Funds, which serve as the underlying portfolios of a number of
Funds offered through the Trust. For a Trust fund that invests substantially all
of its assets in a third-party mutual fund not affliated with ICMA-RC, ICMA-
RC or its wholly owned subsidiary receives payments from the third-party
mutual fund families or their service providers in the form of 12b-1 fees,
service fees, compensation for sub-accounting and other services provided
based on assets in the underlying third-party mutual fund. These fees are
described in the Retirement Investment Guide. In addition, to the extent that
third party mutual funds are included in the investment line-up for the Plan,
ICMA-RC receives administrative fees from its third party mutual fund
settlement and clearing agent for providing administrative and other services
based on assets invested in third party mutual funds; such administrative fees
come from payments made by third party mutual funds to the settlement and
clearing agent.
(c) Revenue Requirement. ICMA-RC shall receive total annual aggregate
revenue of 0.33% from funds offered by the Plan. ICMA-RC will collect at
least 0.33% from each fund offered. If a fund has revenue sharing less than
0.33%, ICMA-RC will add an appropriate asset-based fee to attain 0.33%.
ICMA-RC shall pay an administrative allowance quarterly to the Employer or
to the Plan in an amount eyual to any revenue in excess of the revenue
reyuirement. In the event that revenue received by ICMA-RC from funds
offered by the Plan falls below the revenue requirement, ICMA-RC and the
Employer shall mutually agree upon a method to make up the shortfall
necessary to meet the revenue requirement. Employer understands that the
Plan administrative allowance is to be used only to pay for reasonable plan
administrative expenses of the Plan or allocated to Plan participants at the
instruction of the EMPLOYER.
(d) Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fund by
ICMA-RG ICMA-RC remits 100% of redemption fees back to the specific
mutual fund to which redemption fees apply. These redemption fees and the
individual mutual fund's policy with respect to redemption fees are specified
in the prospectus for the individual mutual fund and referenced in the
Retirement Investment Guide.
(e) Payment Procedures. All payments to ICMA-RC pursuant to this Section 6
shall be made from Plan assets held by the Trust or received from third party
mutual funds or their service providers in connection with Plan assets invested
in such third party mutual funds, to the extent not paid by the Employer. The
amount of Plan assets held through the Trust shall be adjusted by the Trust as
required to reflect any such payments as are made from Plan assets invested in
the Trust. In the event that the Employer agrees to pay amounts owed
pursuant to this section 6 directly, any amounts unpaid and outstanding after
30 days of invoice to the Employer shall be withdrawn from Plan assets held
by the Trust.
The compensation and payment set forth in this section 6 is contingent upon the
Employer's use of ICMA-RC's EZLink system for contribution processing and
submitting contribution funds by ACH or wire transfer on a consistent basis over the term
of this Agreement.
Employer further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re-negotiation in the event that the Employer chooses to
implement additional mutual funds outside of the ICMA-RC Mutual Fund Alliance.
SECOND
Section 9 of the Agreements, titled "Term" is amended to provide as follows:
This Agreement shall be in effect and commence on the date a(1 parties have
signed and executed this Agreement ("Inception Date"). The term of this
Agreement will commence on the Inception Date and end on August 12, 2017.
Unless written notice is provided by the EMPLOYER at least 120 days prior to
August 12, 2017, this Agreement shall renew automatically on August 13, 2017
and shall only terminate following 120 days' written notice of termination by
either party. The EMPLOYER understands and agrees that, in the event the
EMPLOYER terminates this Agreement (or replaces the VantageTrust PLUS
Fund as an investment option in its investment line-up), ICMA-RC retains full
discretion to release Plan assets invested in the VantageTrust PLUS Fund in an
orderly manner over a period of up to 12 months from the date ICMA-RC
receives written notification from the EMPLOYER that it has made a final and
binding selection of a replacement for ICMA-RC as administrator of the Plan (or
a replacement investment option for the VantageTrust PLUS Fund).
The EMPLOYER may terminate this Agreement for cause prior to the end of the
term in the event that the EMPLOYER determines that ICMA-RC has materially
breached this Agreement by not providing the services or performing its
obligations as agreed to in this Agreement. EMPLOYER agrees to provide
ICMA-RC thirty (30) business days to cure such breach following written notice
from EMPLOYER of such breach and the EMPLOYER's intention to terminate
the Agreement. Following the term of the Agreement, the Agreement may be
terminated by either party on sixty (60) days advance notice in writing to the
other.
The fee amendment specified in section 6 of the Agreement will take effect the month following
ICMA-RC's receipt of one fully-executed copy of this Amendment.
In all other respects, the Agreements are hereby ratified and affirmed.
IN WITNESS WHEREO , Employer has caused this Amendment to be executed by its duly
authorized officer this day of. , 2013.
ICMA RETIREMENT CORPORATION
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a
By:
Title: Assista orporate Secretary
Date: _�� I (�
Countersigned: CITY OF CLEARWATER, FLORIDA
� C�Q�pt�t I� Crt}t�os By. � F�:
George N. Cretekos liam B. Horne II �
Mayor ity Manager
Approved as to form:
�
Leslie K. Dougall- i s
Assistant City Atto y
Attest;
Rosemarie Call
City Clerk