RETIREMENT PLAN ADVISORY CONSULTING AGREEMENT - NON-ERISARetirement Plan Advisory
Consulting Agreement (Non- ER1SA)
IFP
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3030 N. Rocky Point, Suite 700 I Tampa, FL 33607 I (813) 341 -0960
Use this form for non - discretionary advisory retirement plans. Please fill in all necessary fields within the Agreement first. Once
complete, continue to fill in any missing data left on the IFP Transmittal Form. Any change to the approved language will require
IFP's Home Office pre - approval. Fax completed Agreement to (813) 288 -0701 or Email to IFPRetirementPlans (aifpartners.com.
Name of Plan:
Name of Employer /Plan Sponsor:
City of Clearwater 401(a) Money Purchase Pension Plan
City of Clearwater ICMA 457 Government Plan and Trust
City of Clearwater Nationwide 457 Governmental Plan and Trust
City of Clearwater
IFP TRANSMITTAL FORM
Retirement Plan Data Extract
Reviewed By:
Date:
A. Sponsor Information:
Sponsor's Name: City of Clearwater
Tax ID:
Plan Tax ID:
Plan Type: 401(a) Defined Contribution Plan and 457(b) Plan with two recordkeepers
Authorized Plan Sponsor Representative: Allen DelPrete
Plan Sponsor Mailing Address: 100 South Myrtle Avenue, Clearwater, FL 33756
Phone Number: 727.562.4876
Fax Number:
Email Address: allen.delprete @myclearwater.com
B. Service Providers (Other than IFP & Advisor):
Platform Name: 401(a) Plan: ICMA -RC; 457(b) Plan: Nationwide and ICMA -RC
Product Name:
Name of Trustee or Corporate Trustee:
Custodian: Recordkeepers
Recordkeeper: 401(a) Plan: ICMA -RC; 457(b) Plan: Nationwide and ICMA -RC
Third Party Administrator: Recordkeepers
C. Plan Financial /Employee Information:
Assets in Plan: Nationwide 457(b): $14,600,000; ICMA -RC: 457(b): $40,522,000; 401(a): $6,485,000
Employees:
Eligible Employees:
Participants: Nationwide: 371; ICMA -RC:
Fees:
D. Investment Adviser Representative:
Advisor Name(s): W. Michael Montgomery Phone Number: 813.909.9305
Advisor ID / Split ID: JH5F Fax Number: 813.868.1921
Advisor DBA: Montgomery Retirement Plan Advisors Email Address: mmontgomery@m- rpa.com
Advisor Address: 14502 N. Dale Mabry Hwy, Suite 328, Tampa, FL 33618
Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
FOR IFP OFFICE USE ONLY
Name of Plan:
Name of Employer /Plan Sponsor:
City of Clearwater 401(a) Money Purchase Pension Plan
City of Clearwater ICMA 457 Government Plan and Trust
City of Clearwater Nationwide 457 Governmental Plan and Trust
City of Clearwater
This Retirement Plan Consulting Agreement and Appendices A, B and C, which are attached and incorporated by reference
(collectively, the "Agreement "), is made by and between the Employer /Plan Sponsor (the "Sponsor") of the retirement plan or
plans named above and described in the Retirement Plan Information Form at Appendix A (the "Plan "), and William E. Hamm
and Associates, Inc., a registered investment adviser (the "RIA "), a corporation with its principal office in Tampa, Florida, that is
federally registered with the U.S. Securities and Exchange Commission ( "SEC ") as an investment adviser under the Investment
Advisers Act of 1940 (the "Act "), is doing business as Independent Financial Partners, and is acting through the investment
adviser representative identified in the signature page following section 11 (the "Investment Adviser Representative "). The
effective date of this Agreement is the date accepted by an officer of RIA signing on the signature page.
1. SERVICES
RIA, through the Investment Adviser Representative agrees to provide to the Plan the services selected by Sponsor by marking
the box before each service in Appendix B ( "Services "). The Services that may be selected in Appendix B are identified in
Appendix B as either Advisory Services or Consulting Services.
1.1 Advisory Services
If Sponsor selects any service that is identified in Appendix B as an Advisory Service, Investment Adviser Representative
agrees to perform that Service to the Plan as a fiduciary, and will act in good faith and with the degree of diligence,
care and skill that a prudent person rendering similar services would exercise under similar circumstances. When
providing any Advisory Services, Investment Adviser Representative will solely be making recommendations to Sponsor
and Sponsor retains full discretionary authority or control over assets of the Plan. Sponsor is not required to
implement any recommendations made by Investment Adviser Representative or to otherwise conduct business
through Investment Adviser Representative. Any recommendations are based upon Investment Adviser
Representative's professional judgment and the results are not guaranteed.
1.2 Consulting Services
If Sponsor selects any service that is identified in Appendix B as a Consulting Service, Investment Adviser
Representative agrees to perform that Service solely in a capacity that would not be considered a fiduciary under any
applicable law.
1.3 Limitations on Services
Sponsor understands and agrees that in providing any Service selected in Appendix B, RIA, directly or acting through
the Investment Adviser Representative:
a) Will not, unless expressly stated in writing: (i) serve as a Plan custodian, third party administrator or
recordkeeper; or (ii) assume the duties of a trustee of the Plan or administrator. Specifically, and without
limitation, RIA, directly or acting through the Investment Adviser Representative, has no authority, discretion or
responsibility to: (i) interpret the Plan documents; (ii) handle benefit claims under the Plan; (iii) determine
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eligibility or participation under the Plan; (iv) calculate benefits; (v) prepare or distribute any notices to participants
or beneficiaries; (vi) determine amount or timing of contributions to the Plan or distributions or withdrawals from
the Plan (vii) select or certify any investment advice computer model or (viii) any other service not expressly stated
in Appendix B.
b) Will have no authority or responsibility to vote proxies for securities held by the Plan or take any other action
relating to shareholder rights regarding those securities, including delivering the prospectus for those securities.
Sponsor reserves to itself all authority to vote proxies.
c) Will not, and cannot, provide legal or tax advice to Sponsor and /or the Plan (or any Plan participant or beneficiary),
and Sponsor agrees to seek the advice of its own legal and /or tax adviser, as to all matters concerning the Plan,
including, without limitation, the operations and administration of the Plan and how the Plan may comply with
applicable law, including the Internal Revenue Code of 1986, as amended (the "Code ").
d) Will not have any responsibilities or potential liabilities for (i) investments offered by the Plan that are not
recommended to the Plan by RIA, directly or acting through the Investment Adviser Representative (e.g.,
employer securities, mutual fund windows, self- directed brokerage accounts, etc.), (ii) plan assets that have been
excluded from the Services, as designated in Appendix A, or (iii) special investment instructions made by Sponsor,
as specified in Appendix A.
e) Will not be responsible or liable for recommendations or services rendered by third -party service providers ( "other
provider ") or the other provider's compliance with applicable laws, including, without limitation, the Code.
2. FEES
2.1 Amount and Payment
In consideration for the Services provided, Sponsor will pay, or will cause the Plan to pay, to RIA fee(s) described in
Appendix C (the "Fees "). Sponsor acknowledges that the Plan may incur other fees and expenses, including but not
limited to investment - related expenses imposed by other service providers and mutual fund managers not affiliated
with RIA, or Investment Adviser Representative, and other fees and expenses charged by the Plan's custodian, trustee,
third -party administrator, and /or recordkeeper. RIA, directly or acting through Investment Adviser Representative,
makes no representations about any costs or expenses associated with the services provided by any third parties.
The only direct compensation received by RIA for Services rendered by the Investment Adviser Representative are the
Fees, and no increase in the Fees will be effective without prior written Notice as defined in Section 10.5 of this
Agreement. Despite this, and not necessarily related to the Services, various vendors, product providers, distributors
and others may provide non - monetary compensation by paying some expenses related to training and education,
including travel expenses, and attaining professional designations. RIA and /or Investment Adviser Representative
might receive payments to subsidize its /their own training programs. Certain vendors may invite RIA and /or
Investment Adviser Representative to participate in conferences, on -line training or provide publications that may
further RIA and /or Investment Adviser Representative and employees' skills and knowledge. Some may occasionally
provide RIA and /or Investment Adviser Representative gifts, meals and entertainment of reasonable value consistent
with industry rules and regulations.
Advisor will not accept any direct or indirect compensation, dealers' concessions, placement fees, finder's fees, 12b -1
fees, shareholder servicing fees or revenue sharing, or any other form of hard - dollar or soft - dollar payments from plan
vendors or investment managers, other than the non - monetary compensation for training and education, travel
expenses, attaining professional designations, in -house training programs, conferences, on -line training, publications,
gifts, meals and entertainment of reasonable value consistent with industry rules and regulations, and as described
above.
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2.2 Authorization to Remit Fees and Information
Sponsor agrees to instruct the Plan's recordkeeper or custodian (or other custodian of the Plan's assets) (collectively,
"Recordkeeper ") regarding its obligation to calculate the Fees according to Appendix C. Notwithstanding the Plan's
obligation to pay Fees, Sponsor may elect within its sole discretion to pay any or all Fees to RIA instead of the Plan
paying the Fees, provided that any Fees remaining unpaid after thirty (30) days from the date of invoice will be due and
payable immediately by the Plan. If Sponsor elects to direct the Recordkeeper to pay the Fees to RIA from Plan assets
pursuant to Appendix C, Sponsor will authorize the Recordkeeper to remit the Fees within thirty (30) days, directly to
RIA.
Sponsor also agrees that, to the extent permitted by law, it is solely responsible for verifying the accuracy of the
calculation of the Fees and that RIA and the Investment Adviser Representative are not liable to the Plan, Plan
participants or beneficiaries, or any other fiduciary of the Plan or anyone else for errors in the calculation or payments.
The Sponsor further authorizes all third -party service providers to provide RIA and /or Investment Adviser
Representative with copies of reports or information provided to the Sponsor.
If a Solicitor is named on Appendix A, Sponsor understands and agrees that RIA and /or Investment Adviser
Representative will pay a portion of the Fee to the Solicitor in accordance with an agreement between the Solicitor and
RIA and /or Investment Adviser Representative. These arrangements are described in RIA's ADV and in a separate
disclosure document, both of which the Solicitor is required to and has provided to Sponsor and Sponsor acknowledges
that it has received them. The separate disclosure document contains information about the services the Solicitor may
perform, which may include one or more of the Consulting Services, as well as the amounts RIA and /or Investment
Adviser Representative will pay to the Solicitor. These arrangements will not change the Fees that Sponsor pays to RIA
under this Agreement and the Fee rate will be the same as for similarly situated sponsors who are not referred to RIA
and /or Investment Adviser Representative by a Solicitor.
Sponsor also agrees and understands that RIA and /or Investment Adviser Representative may engage third parties as
subcontractors to assist RIA and /or Investment Adviser Representative in performing any Consulting Service and may
engage sub - advisers to assist it /them in providing any investment advisory services. Any of these arrangements, and
the compensation allocated to any third party, will be described in a separate disclosure document provided to
Sponsor.
3. CUSTODY OF ASSETS AND OTHER SERVICES
The only services RIA and /or Investment Adviser Representative will provide to the Plan are described in this Agreement.
Custody of all Plan assets will be maintained with a third -party custodian selected by Sponsor, and Plan recordkeeping will be
provided by a third -party recordkeeper selected by Sponsor. Neither RIA, nor Investment Adviser Representative, will have
custody of any Plan assets. Sponsor will be solely responsible for paying all fees or charges of the Recordkeeper. Neither RIA,
Investment Adviser Representative, nor any of their affiliates will have any liability for custodial arrangements or the acts,
conduct, or omissions of the custodian. Sponsor authorizes the Recordkeeper to provide RIA and /or Investment Adviser
Representative with copies of all periodic statements and other reports that the Recordkeeper sends to Sponsor. Neither RIA,
nor Investment Adviser Representative, is responsible for placing trades or entering orders for securities transactions with Plan
assets or executing any trades or orders. Placing and executing trades in Plan assets will be the responsibility of the Plan's
recordkeeper or custodian; provided that RIA and /or Investment Adviser Representative may recommend the custodian to
replace an investment option offered under the Plan.
4. NON - EXCLUSIVITY
Sponsor understands that RIA and /or Investment Adviser Representative may perform among other things, retirement plan
consulting, retirement plan fiduciary consulting, retirement plan design consulting, plan administration, and portfolio
management services for other clients. Sponsor recognizes that RIA and /or Investment Adviser Representative or any of
its /their affiliates may also give advice and take action in the performance of its duties for those other clients (including those
who may have similar retirement plan arrangements as Sponsor) that may differ from advice given, or in the timing and nature
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of action taken, with respect to Sponsor. RIA and /or Investment Adviser Representative have no obligation to advise Sponsor in
the same manner as it may advise any of its /their other clients.
5. VALUATION
RIA and /or Investment Adviser Representative may rely, without independent verification, upon valuation of assets as provided
by Sponsor or the Recordkeeper of the Plan's assets. In all events, Sponsor acknowledges that any valuation will not be any
guarantee of the market value of any of the assets in the Plan.
6. REPRESENTATIONS AND WARRANTIES OF SPONSOR
Sponsor represents and warrants as follows:
6.1 Sponsor is solely responsible for determining whether or not to enter into any arrangement(s) in connection with the
Plan (including this Agreement) that are deemed by Sponsor to be necessary for the management and operation of the
Plan and for determining whether or not any arrangement(s) are reasonable and appropriate with respect to
compensation paid for and conflicts of interest(s) arising in connection with the services and /or products provided, and
Sponsor is not relying on any advice or recommendations by RIA and /or Investment Adviser Representative in making
its decisions.
6.2 Sponsor is not subject to the requirements of the Employee Retirement Income Security Act of 1974 ( "ERISA ") and
Sponsor, not RIA or Investment Adviser Representative, has the sole responsibility to make that determination.
6.3 This Agreement is binding on the Sponsor, authorized by the Plan and does not violate any prior obligation or
agreement.
6.4 Sponsor is solely responsible for the Plan's compliance (both in form and operation) with all applicable federal, state
and local laws, rules and regulations, including, but not limited to, the Code.
6.5 Sponsor will comply with all applicable federal and state privacy and information security laws governing the use,
disclosure and safeguarding of nonpublic personal information.
6.6 Sponsor is solely responsible for monitoring whether any class action lawsuits have been filed pertaining to investment
recommendations, investment purchases, or investment sales, in determining whether the Plan is eligible to participate
and whether it is in the best interest of the Plan to participate in a class action.
6.7 Sponsor authorizes RIA and /or Investment Adviser Representative to deliver documents and communicate with Plan
and Plan participants or beneficiaries through the use of electronic means, including electronic mail and posting to a
website. Sponsor, and neither RIA nor Investment Adviser Representative, is responsible for determining whether the
use of any electronic communication complies with the requirements of the Code or other applicable law. Neither RIA
nor Investment Adviser Representative will be responsible for prospectus delivery.
6.8 Any individual signing this Agreement and any appendices on behalf of the Sponsor represents that he /she: (i) is
independent of and unrelated to RIA and /or Investment Adviser Representative or any of their affiliates; (ii) is a plan
fiduciary or an authorized delegate with respect to the control or management of the assets of the Plan; (iii) has the
power and authority to appoint registered investment advisers and consultants 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 in
accordance with the Plan and applicable law; and (iv) is authorized to sign on behalf of the Sponsor and no other
signatures are required.
6.9 Sponsor will promptly provide RIA and Investment Adviser Representative any amendments to the Plan's governing
documents that are reasonably expected to alter or affect RIA and /or Investment Adviser Representative in the
performance of Services under this Agreement, in accordance with Section 10.5.
6.10 Before this Agreement was entered into, Investment Adviser Representative and /or Solicitor provided to Sponsor
information regarding services, compensation, fiduciary obligations and conflicts of interest, and Sponsor
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acknowledges that it received that information sufficiently in advance of entering into this Agreement to make an
informed decision to engage RIA and Investment Adviser Representative. The information is included in this
Agreement, in the Appendices, in RIA's Form ADV Part 2A ( "ADV "), and Investment Adviser Representative's Form ADV
Part 2B ( "Brochure Supplement "). This information may be supplemented by disclosures provided by RIA and /or
Investment Adviser Representative. Sponsor has reviewed and considered the contents of the Agreement and has
determined the Services to be: (i) in the best interests of the Plan and its participants; (ii) necessary for the operation
of the Plan; and (iii) reasonable and appropriate based upon the compensation to be paid for the Services.
6.11 Sponsor specifically acknowledges receipt of RIA's ADV and any supplements to the ADV, each as required by Rule 204-
3 of the Investment Advisers Act of 1940.
6.12 Sponsor acknowledges that investments fluctuate in value and the value of investments when sold may be more or less
than when purchased, and that past investment performance does not necessarily guarantee any level of future
investment performance.
6.13 The Plan documents (and related Trust documents) permit payment of the Fees out of Plan assets.
6.14 Sponsor will cooperate fully with RIA and /or Investment Adviser Representative in providing the Services. Sponsor will
authorize the Recordkeeper to provide RIA and /or Investment Adviser Representative information or data about the
Plan and the Plan's assets (and investment earnings or losses) that RIA and /or Investment Adviser Representative
reasonably requests.
7. REPRESENTATIONS OF RIA AND INVESTMENT ADVISER REPRESENTATIVE
RIA and Investment Adviser Representative represent, as applicable, as follows:
7.1 RIA is registered as an investment adviser under the Act, and will maintain its registration.
7.2
RIA and Investment Adviser Representative have the power and authority to enter into and perform this Agreement,
and will obtain and /or maintain any 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.
7.3 RIA will receive the compensation shown in Appendix C only, and does not receive any compensation from any third
party in connection with the Services.
7.4 RIA and /or Investment Adviser Representative agrees to comply with all applicable federal and state privacy and
information security laws governing the use, disclosure and safeguarding of nonpublic personal information.
8. INDEMNITY; DATA DISCLOSURE
8.2 Indemnification
a. If RIA and /or Investment Adviser Representative are required to provide documents or testimony in connection
with a legal proceeding involving the Plan, Sponsor will pay RIA's and /or Investment Adviser Representative's
reasonable costs, including the costs of its personnel and counsel, unless RIA and /or Investment Adviser
Representative is a party to the proceeding and is found to have engaged in intentional misconduct, gross
negligence or breach of fiduciary duty.
b. Sponsor will promptly notify RIA and Investment Adviser Representative of any errors in accuracy or completeness
in any of the data, analyses, opinions, or other information it provided to RIA and /or Investment Adviser
Representative in connection with the Services. Neither RIA nor Investment Adviser Representative will be
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responsible for any payment or contribution to the costs, fees, taxes, or penalties that the Sponsor, Plan
participants or beneficiaries, or other Plan fiduciary incur as a result of any valuation or payment.
8.2 Data Disclosure
RIA and /or Investment Adviser Representative will use reasonable efforts to ensure that the data, analysis, opinion,
and other information it provides in connection with the Services are correct. Although gathered from sources
believed to be reliable, Sponsor acknowledges that RIA and /or Investment Adviser Representative cannot guarantee
the accuracy of the information received by Sponsor or third parties used to provide the Services. The completeness
and timeliness of all data and information used to provide the Services is dependent upon the sources of that data and
information, which are outside of RIA's and /or Investment Adviser Representative's control.
8.3 Information from Sponsor
The Services provided by RIA and Investment Adviser Representative are based in part on information provided by
Sponsor, Sponsor's representatives, and Sponsor's other service providers. Sponsor acknowledges that RIA and
Investment Adviser Representative are entitled to rely upon all information necessary for them to carry out their duties
under this Agreement that is provided by Sponsor's representatives or Sponsor's other service providers without
independent verification by RIA and /or Investment Adviser Representative. Sponsor represents that all information
provided to RIA and /or Investment Adviser Representative will be true, correct, timely and complete in all material
respects. Sponsor agrees to promptly notify RIA and Investment Adviser Representative in writing of any material
change in the information provided to RIA and Investment Adviser Representative, and to promptly provide any
additional information as may be reasonably requested by RIA and /or Investment Adviser Representative.
8.4 Authority to Receive Information from Third Parties
RIA and Investment Adviser Representative are authorized by Sponsor to obtain all information from service providers,
investment managers, the Plan's trustee and Plan's administrator as RIA and Investment Adviser Representative may
reasonably require. Sponsor authorizes the Plan's custodian, product vendor, trustee or any third party responsible for
any aspect of plan operation to promptly release the information to RIA and Investment Adviser Representative
immediately upon request by RIA and /or Investment Adviser Representative. RIA and Investment Adviser
Representative will not be under any obligation to verify any information obtained from the Plan or its agents and may
rely upon the information in performing Services. RIA and Investment Adviser Representative may obtain information
from a wide variety of publicly available sources and do not claim to have sources of inside or private information.
9. TERMINATION
Unless terminated, this Agreement is ongoing. Any party may terminate this Agreement without charge or penalty upon 30
days prior written Notice to the other party(ies). RIA will be entitled to a pro -rata amount of compensation earned prior to the
date of termination. Any termination will not, however, affect the liabilities or obligations of the parties arising from
transactions initiated prior to the termination, and the liabilities and obligations (together with the provisions of Sections 8, 10.8
and 11) will survive any expiration or termination of this Agreement. Upon termination, RIA and Investment Adviser
Representative will have no further obligation under this Agreement to act or advise Sponsor with respect to Services except as
agreed to by the parties at the time of termination.
10. GENERAL PROVISIONS
10.1 Assignability
This Agreement is not assignable by either party without the prior written consent of the other party. Sponsor will be
deemed to provide written consent to any proposed assignment if the procedures of Section 10.3, known as "negative
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consent" procedures, are followed. Both parties acknowledge and agree that transactions that do not result in a
change of actual control or management will not be deemed an assignment.
10.2 Effect
This Agreement will be binding upon and will inure to the benefit of the parties and their respective heirs, successors,
survivors, administrators and permitted assigns.
10.3 Modification
The Agreement may be modified, including without limitation the Services to be provided by RIA and Investment
Adviser Representative, or the Fees charged by RIA and Investment Adviser Representative: (i) by written agreement
between RIA, Investment Adviser Representative and Sponsor; or (ii) in accordance with the following procedure:
RIA and /or Investment Adviser Representative may propose to increase or otherwise change the Fees charged, to
change the Services provided, to assign the Agreement or otherwise modify this Agreement by giving Sponsor at least
sixty (60) days advance Notice of the proposed change. The Notice will be given in the manner described in Section
10.5 below. The Notice will: (i) explain the proposed modification of the Fees, Services, assignment or other
provisions; (ii) fully disclose any resulting changes in the Fees to be charged as a result of any proposed change in the
Services or other changes to this Agreement; (iii) identify the effective date of the change; (iv) explain Sponsor's right
to reject in writing the change or terminate this Agreement; and (v) state that pursuant to the provisions of this
Agreement, if Sponsor fails to object to the proposed change(s) before the date on which the change(s) become
effective Sponsor will be deemed to have consented to the proposed change(s).
If Sponsor rejects any change to this Agreement proposed by RIA and /or Investment Adviser Representative, RIA
and /or Investment Adviser Representative will not be authorized to make the proposed change. In that event Sponsor
will have an additional sixty (60) days from the proposed effective date (or such additional time beyond 60 days as may
be agreed to by RIA and Investment Adviser Representative) to locate a service provider in place and instead of RIA
and /or Investment Adviser Representative. If at the end of the additional sixty (60) day period (or such additional time
period as agreed by RIA and Investment Adviser Representative), the parties have not reached agreement, this
Agreement will automatically terminate.
10.4 Severability
If any one or more of the provisions of this Agreement (other than the provisions of Section 7) will, for any reason, be
illegal or invalid, the illegality or invalidity will not affect any other provision of this Agreement, and this Agreement will
be enforced as if the illegal or invalid provision had not been included.
10.5 Notices
Notice means any notice required or permitted under this Agreement which is in writing and (i) delivered personally;
(ii) mailed by registered or certified mail, return receipt requested and postage prepaid; (iii) sent via a nationally
recognized overnight courier service; (iv) sent via facsimile; or (v) sent by email:
To Independent Financial Partners (RIA) or Investment Adviser Representative:
Attn: Erik Aschenbrenner
Title: Chief Operating Officer, Independent Financial Partners
Address: 3030 North Rocky Point Drive West, Suite 700
City, ST Zip Code Tampa, FL 33607
Email: erik.aschenbrenner @ifpartners.com
Phone: 813 - 341 -0960
Fax: 813 - 288 -0701
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To Sponsor:
To the address on the signature page or the last address RIA has in its records following written Notice from Sponsor.
All Notices will be deemed to have been given or made when delivered by hand or courier, or when sent by facsimile or
email, or if mailed, on the third business day after being so mailed.
10.6 Headings
All headings are for ease of reference only and in no way will be understood as interpreting, decreasing or enlarging
the provisions of this Agreement.
10.7 Entire Understanding
This Agreement is the entire understanding between the parties and supersedes all prior oral or written statements
dealing with this subject.
10.8 Applicable Law; Forum
This Agreement is governed by, and interpreted in accordance with the laws of the State of Florida without reference
to conflict of law principles, unless preempted by federal law. The parties agree that any arbitration under Section 11
below must be conducted in Pinellas County, Florida (or when applicable, legal suit, action or proceeding arising out of
or relating to this Agreement must be instituted and resolved in a State court in Pinellas County, Florida, or Federal
court in Hillsborough County, Florida), and each party irrevocably submits to that jurisdiction and venue (and if
applicable, that court) and waives any defense of forum non conveniens.
10.9 Waiver or Limitation
Nothing in this Agreement will in any way constitute a waiver or limitation of any rights which the Sponsor or the Plan
or any other party may have under federal or state securities laws.
11. DISPUTE RESOLUTION; ARBITRATION
All disputes, actions or controversies between Sponsor and RIA and /or Investment Adviser Representative, or their affiliates,
including any of their present or former officers, directors, agents or employees, which may arise out of or relate to any of the
Services provided by RIA and Investment Adviser Representative under this Agreement, or the construction, performance or
breach of this or any other agreement between RIA and /or Investment Adviser Representative, or their affiliates, and Sponsor,
whether entered into prior to, on or subsequent to the date of this Agreement, will be resolved by negotiation of the parties
acting in good faith.
If the parties are unable to resolve their differences through negotiation, the parties will engage in non - binding mediation, using
the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once
commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the
mediator will be shared equally by the parties.
If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by
law, and if the parties agree by mutual agreement to arbitration, then the matter will be settled by binding arbitration under
the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator,
the matter will be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators
selected by the parties. Judgment upon any award rendered by the arbitrator(s) will be final, and may be entered into any court
having jurisdiction. If the parties agree to binding arbitration, Sponsor is aware that:
a. Arbitration is final and binding on the parties.
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
b. The parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent
the waiver would violate applicable law.
c. Pre- arbitration discovery is generally more limited than and potentially different in form and scope from court
proceedings.
d. The arbitration award is not required to include factual findings or legal reasoning and any Party's right to appeal
or to seek modification of rulings by the arbitrators is strictly limited.
e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities
industry.
Sponsor understands that this Agreement to arbitrate does not constitute a waiver of its right to seek a judicial forum
where such waiver would be void under federal or applicable state securities laws.
The parties have executed this Agreement as of the Effective Date.
(Signatures appear on the following page)
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
Investment Adviser Representative
By:
Print Name:
Title:
Address:
City, ST Zip
Email:
By:
Print Name:
Title of
Officer:
Address:
City, ST Zip
Email:
Effective Date:
Countersigned:
W. Mich ael Montg
or'
14502 N Dale Mabry #328
Tampa, FL 33618
mmontgomery @m- rpa.com
RIA Acceptance
Mr w
ce
tt>ZN)1Z
3030 N Rocky Point Dr W #700
Tampa, FL 33607
/21/7/13
Cea(ke (\cr c\-‘OS
George N. Cretekos
Mayor
ed as to form:
Leslie K. Dougall -Si
Assistant City Attorney-
W.
ttorney
RPACA 3(21) (Non- ERIAS) Version 7.24.13
rv,
By:
P
5Y rdar i
3030 N. Rocky Point, Suite 700 I Tampa, FL 33607 1 (813) 341 -0960
Sponsor
THIS AGREEMENT CONTAINS A BINDING AGREEMENT TO
ARBITRATE IN
SECTION 11.
By:
Print Name: Allen DelPrete
Title:
Address: 100 South Myrtle Avenue
City, ST Zip allen.delprete @myclearwater.com
Email:
By:
Print Name:
Title:
Address:
City, ST Zip
Email:
Sponsor
CITY OF CLEARWATER, FLORIDA
W L„, •
William B. Horne II
City Manager
Attest:
Rosemarie Call
City Clerk
Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
APPENDIX A - RETIREMENT PLAN ACCOUNT INFORMATION (Plan 1, Section 1)
Plan Profile
Plan Name
City of Clearwater 401(a) Money Purchase Pension Plan
Plan Tax ID:
Plan Tax Status:
® Check here to confirm that plan is exempt from federal taxes.
Plan Type
Is this a new plan?
ERISA Covered Plan
❑ Profit Sharing Plan
❑ Yes
❑ No
❑ Yes
Defined Contribution Plan)
If yes, please attach
discretionary agreement
❑ Yes
Are plan assets being transferred from another custodian?
►1 Money Purchase Plan (401(a)
I No
❑ Defined Benefit Plan
■ No
❑ Yes
❑ No
❑ 401(k) Plan
❑ Yes
❑ No
❑ 403(b) Plan
APPENDIX A - RETIREMENT PLAN ACCOUNT INFORMATION
❑ Yes
❑ No
❑ Yes
❑ No
• Other Please Identify:
❑457 Plan
No
❑ Non - Qualified Plan
Tax Bracket
%
❑ No
Is this an Owner -only Plan?
❑ Yes
❑ No
Participant or Trustee Directed Plan
►1
Participant Directed
❑ Trustee Directed
❑ Both
Plan Status
Is this a new plan?
❑ Yes
/1 No
Does any person, investment adviser or investment manager,
other than Sponsor, have discretion or power of attorney authority
over this account?
❑ Yes
If yes, please attach
discretionary agreement
►/ No
Are plan assets being transferred from another custodian?
❑ Yes
If yes, please complete
table below
■ No
Please list plan assets to be transferred that are issued by Independent Financial Partners or its affiliates. State "None ", if none.
Security Name
Estimated % of Plan Assets
(Plan 2, Section 1)
APPENDIX A - RETIREMENT PLAN ACCOUNT INFORMATION
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
3030 N. Rocky Point, Suite 700 1 Tampa, FL 33607 1 (813) 341 -0960
Plan Profile
Plan Name
City of Clearwater ICMA 457 Government Plan and Trust
City of Clearwater Nationwide 457 Governmental Plan and Trust
Plan Tax ID:
❑ No
Plan Tax Status:
® Check here to confirm that plan is exempt from federal taxes.
Plan Type
ERISA Covered Plan
❑ Profit Sharing Plan
❑ Yes
❑ No
❑ Money Purchase Plan (401(a) Defined Contribution Plan)
❑ Yes
❑ No
❑ Defined Benefit Plan
❑ Yes
►1 No
■ No
❑ 401(k) Plan
❑ Yes
❑ No
❑ 403(b) Plan
❑ Yes
❑ No
❑ Other Please Identify:
❑ Yes
❑ No
457 Plan
■ No
❑ Non - Qualified Plan
Tax Bracket %
❑ No
Is this an Owner -only Plan?
❑ Yes
❑ No
Participant or Trustee Directed Plan
® Participant Directed
❑ Trustee Directed
❑ Both
Plan Status
Is this a new plan?
❑ Yes
/1 No
Does any person, investment adviser or investment manager,
other than Sponsor, have discretion or power of attorney authority
over this account?
❑ Yes
If yes, please attach
discretionary agreement
►1 No
Are plan assets being transferred from another custodian?
❑ Yes
If yes, please complete
table below
I 1 No
Please list plan assets to be transferred that are issued by Independent Financial Partners or its affiliates. State "None ", if none.
Security Name
Estimated % of Plan Assets
Plan Platform
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
3030 N. Rocky Point, Suite 700 I Tampa, FL 33607 I (813) 341 -0960
Is this a Brokerage Account?
Solicitor Name
n Yes
Phone Number
/1 No
If Yes, Please Indicate Account Number:
Is this a Direct Account at a Mutual Fund or an Insurance
Company?
L
City, State Zip Code
❑
No
If yes, provide contact information below
Yes
Account Number
Product Name
Provider Name
ICMA -RC & Nationwide
Phone Number
Address
Fax Number
City, State Zip Code
Email Address
Is this an Open Architecture Plan with
Separate Service Provider(s)?
❑
Yes
�I
If yes, provide contact information below
No
Service Provider Name
Acct /Contract Number
Services
lj TPA
[ Custodian
D Recordkeeper Li Trustee
Provider Name
Phone Number
Address
Fax Number
City, State Zip Code
Email Address
Service Provider Name
Acct /Contract Number
Services
( TPA
Q Custodian
] Recordkeeper 0 Trustee
Provider Name
Phone Number
Address
Fax Number
City, State Zip Code
Email Address
Service Provider Name
Acct /Contract Number
Services
0 TPA
Q Custodian
Q Recordkeeper CI Trustee
Provider Name
Phone Number
Address
Fax Number
City, State Zip Code
Email Address
Solicitor Information
Solicitor Name
Phone Number
Address
Fax Number
City, State Zip Code
Email Address
Date ADV Materials Presented to the Client (see below)
ADV Part 2A "Firm Brochure ", ADV Part 2B "Brochure Supplement" for BOTH the Advisor and Solicitor, and obtained Client Acknowledgement Form
Plan Assets Excluded From Services
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 700 1 Tampa, FL 33607 1 (813) 341 -0960
APPENDIX A - RETIREMENT PLAN ACCOUNT SPONSOR INFORMATION (Section 2)
Plan Sponsor Profile
Sponsor's Name:
City of Clearwater
Phone Number:
727.562.4876
Street Address:
100 South Myrtle Avenue
Fax Number:
727.562.4877
City, State, Zip:
Clearwater, FL 33756
Website Address:
www.myclearwater.com
Mailing Address:
(if different)
P.O. Box 4748, Clearwater, FL 33758
State of Organization:
Florida
Country of Legal Establishment:
U.S.A.
Description (municipality,
state agency, etc.):
Municipality
Employer Identification #
Plan Sponsor's Retirement Plans
Does the Sponsor maintain other retirement plans?
❑ No
(if yes, please complete
table)
a Yes
Plan Name
Plan Type
ERISA Covered Plan?
Approximate Size of Plan
(in US $)
Sponsor's Special Investment Instructions to Investment Adviser Representative
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 700 1 Tampa, FL 33607 1 (813) 341 -0960
APPENDIX A- RETIREMENT PLAN DATA AND FINANCIAL INFORMATION (Section 3)
Total Assets in Plan(s) (please check appropriate box)
This is a new plan with no existing assets.
$
❑ Less than $1,000,000
❑
$10,000,000 - $24,999,999
❑ $1,000,000 - $4,999,999
❑
$25,000,000 - $49,999,999
❑ $5,000,000 - $9,999,999
$50,000,000 or greater
a
Projected Annual Plan Cash Flow
Estimated Average Annual Contributions from Plan Participants
$
Estimated Average Annual Contributions from Sponsor
$
Estimated Average Annual Distributions to Plan Participants
$
Sponsor's Employee Demographics
Total Number of Employees:
Estimated Number of Employees Eligible to Participate in Plan:
Estimated Number of Employees Who Participate in Plan:
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IF
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
APPENDIX A - RETIREMENT PLAN OBJECTIVES (SECTION 4)
Investment Policy Statement (IPS)
® Yes
Attach Investment Policy Statement if available
❑ No
See Diversification Objective below
Diversification Objective of Plan
❑
Provide a well- diversified Tine -up of investment options for plan participants who may desire a range of
investment objectives appropriate for their own, individual retirement needs, including, but not limited to, safety
of principal, income and growth.
As directed in the Investment Policy Statement or Plan Documents
See Investment Policy Statement
I
❑
Please list any special diversification objectives:
Liquidity Objective of Plan
❑
Provide a well- diversified line -up of investment options for plan participants who may have different
liquidity needs.
As directed in the Investment Policy Statement or Plan Documents
See Investment Policy Statement or Plan Documents
I
C
Please list any special liquidity objectives:
Time Horizon Objective
❑
Provide a well- diversified line -up of investment options for plan participants who may have different investment
time horizons.
As directed in the Investment Policy Statement or Plan Documents
■
❑
Please list any special time horizon objectives:
Risk Objective
❑
Provide a well- diversified line -up of investment options for plan participants who may have different risk
objectives.
As directed in the Investment Policy Statement or Plan Documents
■
n
Please list any special time horizon objectives:
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non- ERISA)
IFP
F,A I t° tN.NA4 %I.,
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
APPENDIX B - SCHEDULE OF RETIREMENT PLAN SERVICES
(Check each Service INVESTMENT ADVISER REPRESENTATIVE is authorized to perform)
PLAN SPONSOR — ADVISORY SERVICES
RECOMMENDATIONS TO ESTABLISH OR REVISE THE PLAN'S INVESTMENT POLICY STATEMENT ("IPS"):
Investment Adviser Representative will review with the Plan Fiduciary the investment objectives, risk tolerance and goals of the Plan. If
the Plan does not have an IPS, the Investment Adviser Representative will recommend investment polices to assist the Plan Fiduciary to
establish an appropriate IPS. If the Plan has an existing IPS, Investment Adviser Representative will review it for consistency with the
Plan's objectives. If the IPS does not represent the objectives of the Plan Investment Adviser Representative will recommend to the Plan
Fiduciary revisions that will establish investment policies that are congruent with the Plan's objectives.
RECOMMENDATIONS TO SELECT AND MONITOR THE DESIGNATED INVESTMENT ALTERNATIVES
( "DIAS "):
Based on the Plan's IPS or other guidelines established by the Plan, Investment Adviser Representative will review the investment options
available to the Plan and will make recommendations to assist the Plan Fiduciary to select the Designated Investment Alternatives
( "DIAs ") to be offered to Plan participants. Once the Plan Fiduciary selects the DIAs, Investment Adviser Representative will, on a periodic
basis and /or upon reasonable request, provide reports, information and recommendations to assist the Plan Fiduciary to monitor the
investments. If the IPS criteria require an investment to be removed, Investment Adviser Representative will provide information,
analysis and recommendations to the Plan Fiduciary to help evaluate replacing investment alternatives.
RECOMMENDATIONS TO ALLOCATE AND REBALANCE MODEL ASSET ALLOCATION PORTFOLIOS
( "MODEL PORTFOLIOS ");
Based on the Plan's IPS or other investment guidelines established by the Plan, the Investment Adviser Representative will review the
investment options available to the Plan and will make recommendations to assist the Plan Fiduciary to create and maintain Model
Portfolios. Once the Plan Fiduciary approves the Model Portfolios, the Investment Adviser Representative will provide reports
information and recommendations, on a periodic basis, designed to assist the Plan Fiduciary to monitor the Plan's investments. If the IPS
criteria require an investment to be removed, the Investment Adviser Representative will provide information and analysis to assist the
Plan Fiduciary to evaluate replacement investment alternatives to be included in the Model Portfolios. Upon reasonable request,
Investment Adviser Representative will make recommendations to the Plan Fiduciary to rebalance the Model Portfolios to maintain their
desired allocations.
RECOMMENDATIONS TO SELECT AND MONITOR INVESTMENT MANAGERS:
Based on the Plan's IPS or other guidelines established by the Plan, Investment Adviser Representative will review the potential
investment managers available to the Plan and will make recommendations to assist the Plan Fiduciary to select one or more investment
managers. Once the Plan Fiduciary approves the investment manager, Investment Adviser Representative will provide, on a periodic
basis, reports, information and recommendations to assist the Plan Fiduciary to monitor the Plan's investment managers. If the IPS criteria
require an investment manager to be removed, Investment Adviser Representative will provide information and analysis to assist the Plan
Fiduciary to evaluate replacement investment managers.
PLAN SPONSOR -- CONSULTING SERVICES
Assistance with Plan Governance and Committee Education, Including:
Er Determining Plan Objectives and Options Available Through the Plan
QReviewing Retirement Plan Committee Structure and Requirements
QReviewing Participant Education and Communication Strategy
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
Coordinating and Reconciling Participant Disclosures
_
QDeveloping Requirements for Responding to Participant Requests for Additional Information
Q Developing and Maintaining a Fiduciary Audit File
Q Attending Periodic Meetings with Plan Committee (Upon Request by Plan Sponsor)
Assistance with Plan Fiduciaries' Vendor Management (Service Provider Selection /Review), Including:
QReviewing Fees and Services and Identifying Procedures to Track the Receipt and Evaluation of Disclosures
QProviding Periodic Benchmarking of Fees and Services to Assist Review for Reasonableness
Reviewing Spending Accounts or Plan Expense Recapture Accounts (PERAs)
QGenerating and Evaluating Service Provider Requests for Proposals (RFPs) and /or Requests for Information (RFIs) (May
incur addition fee)
QSupport with Contract Negotiations
QService Provider Transition and /or Plan Conversion (May incur additional fee)
Investment Education for Plan Fiduciaries Concerning:
QInvestment Policy Statements
QAssessment of Overall Investment Structure of Plan (i.e., types and number of asset classes, model portfolios, etc.)
QReview of the Plan's Investment Options
QSearch and Review of Investment Managers
Employee Investment Education and Communication Including:
— Providing Group Enrollment and Investment Education Meetings
Supporting Individual Participant Questions
Providing Periodic Updates, Upon Request or Newsletter
Assisting Participants with Retirement Readiness
_ Providing Fee Specific Education and Communicate the Plan's Requirements for Requesting Additional Information
about Plan Fees and Expenses
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
APPENDIX C FEE SCHEDULE
NOTE: ALL FEES ARE NEGOTIABLE
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Billing Procedures (Choose One):
Investment Adviser Representative(s) is /are serving the Plan in an Investment Adviser Representative capacity:
Q
and compensation will paid directly to RIA at:
Independent Financial Partners (IFP)
FBO
3030 N Rocky Point Drive, Suite 700
Tampa, FL 33607
and LPL Financial is broker - dealer of record on the Plan and any compensation received by LPL Financial as broker -
dealer shall offset the fees as outlined in this agreement.
2.
Fees Will Be Paid (Choose One }:
By investment provider or other third party, and /or out of Plan assets.
Client authorizes the investment provider or other third party ("Third Party Payor ") to pay compensation due to RIA and
Investment Adviser Representative(s) pursuant to the below terms. A periodic statement setting forth the
compensation deducted from the Plan shall be provided by Third Party Payor. (Note: additional authorization forms may
be required by the Third Party Payor.) Check applicable payor:
Investment Provider
TPA / Recordkeeper
Other (explain):
0
Directly by the Plan Sponsor Client.
Fees shall be billed to the Client. Fees shall be due upon receipt of the billing notice.
RIA will perform the billing
QInvestment Adviser Representative(s) will perform the billing
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
.1% VN4
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
3
Fees
In consideration of the above agreed upon services rendered by Investment Adviser Representative(s) (see Schedule B
above), fees shall be paid under the following arrangements as indicated below:
Fee for service
Fee for service based on percentage
of Plan assets of basis points (bps).
....................
Flat fee
$ $8,000 per quarter
_
Fee for service — split
Fee for service of a percentage
bps, paid on the
of Plan assets of
bps, paid based on the value of Plan assets, and
Plan.
value of new deposits into the
Fee for service — tiered
Fee for service based on a percentage of Plan assets, per the tiered schedule below:
Value of Plan Assets
Fee
$ 0
$
Bps
$
$
Bps
$
$
Bps
$
$
Bps
Over
$
Bps
_
First Year Transition Expense
Client will pay a Transition
provider. The Transition Expense
corresponding presentations,
additional education to committee
will provide as a result of
Fee of $ or basis points (bps)
Expense Fee for the first year after the Plan transitions to a new investment
Fee is intended to cover the additional services (requests for proposals and
fund mapping, assistance with agreement documentation, enrollment,
members and participants, etc.) Investment Adviser Representative(s)
the transition.
One -time payment
$ , for the above project- specific
work.
RPACA 3(21) (Non - ERISA) Version 7.24.13
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Retirement Plan Advisory
Consulting Agreement (Non - ERISA)
IFP
3030 N. Rocky Point, Suite 7001 Tampa, FL 33607 1 (813) 341 -0960
RPACA 3(21) (Non - ERISA) Version 7.24.13
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4.
Payment Frequency, Timing and Method:
Frequency
Monthly
Ei Quarterly
Annually
Other
Timing
0 In arrears
QIn advance
Method
Based on the value of Plan assets using the method determined by the Third Party Payor.
Based on the value of Plan assets at the (_ beginning or end) of the quarter.
Additional Payment Details (if applicable):
5.
Expenses
....:........
...............................
Client shall not pay any expenses.
Client shall pay the following expenses (detail):
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