ICMA-Rt GUtDED t'ATHWAYSt"' MANAGED ACCOUNTS SERVICES AGREEMENT
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<br /> ]'his Managed Aecorxues Services Agreemene ("Agreement"), made as of the ___day oC________, 200__ (herein referred to as dte "hucptiou
<br /> Date"), between ehe «PlanSponsorn ("Employer"), a <Bneicy,> organized and existing under the laws of the Seace of ~dncScare~, wit'6 an office ae
<br /> ~AddressL,, «Cicy», «Seate;, «PostalCode~, and Internaeional Cir}' County Managcmem Association Reeireutenr Corporation ("ICMA-RC"), a
<br /> elaware corporation, is to add the discretionary' investment advisory services program ("Managed Accounts") described in this Agreemene
<br /> as a discret-ionary asset allocation and managemene service offered under your employer-sponsa~ed reeircment plan or plans ("Plan").
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<br /> RECITALS
<br /> Employer aces as a public sponsor for a Plata with responsibility to obtaitx hrvesrmene aleernaeives and services for employees and former
<br /> ctnpk>yees pareicipaeing in drat Plan (each a "participant");
<br /> ICMA-RC provides an array of services t'o public employers for the operation of employee retirement plans including, but not limited
<br /> co, invcstnxent advisory services, conxmunicationsconcerning investment aleernatives, accowu maintenance, account record-keeping,
<br /> investment and tax reporting, transaction processing, benefit disbursement, and asset management.
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<br /> Managed Accounts is a new discretionary invesunenr advisory service provided as part oCICA/tA-RC's Guided Pathways" program, a
<br /> suite oPinvesuuenr services designed to assist participanes in reaching their retirement investing objectives,
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<br /> "I'lxis Agreement adds Managed Accounts, a discretionary asset allocuion invesuucne advisory service, co Asset Class Guidance and
<br /> Fund Advice, already offered by ICMA-RC and available t'o most participants. These services, a(I of which tu'c offered through the
<br /> Guided Pathwaysr~ plarfornt, are intended eo assist part'icipanrs in reaching their reeircment investing objectives.
<br /> ICMA-RC is au invesunent adviser registered as such with the U.S. Securities and Exchange Couvnission ("SI:C.") under the Invest'mene
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<br /> Advisers Act oP 1)/0, as antenc(ed (°Advisers Act"). ICMA-RC Services, LLC (a whop}' owned subsxiiary of ICMA-RC:) is registered as a
<br /> broker-dealer m•ith ehe SEC and is a member in good standing wieh FINRA and the Securities Ltvestor Protection Corporation ("SIPC").
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<br /> AGREEMENTS
<br /> 1. Investment Advisory Services
<br /> Bach participant, bcneCxciary or ah'eruaee payee as permitted under the Plan (coltcctive;ly, "participanes"), electing ro have
<br /> investment' advisory services provided by ICMA-RC must agree eo ehe Lxvesuneuc Advisory Agreement ("Pareicipaut Agreement"),
<br /> which describes the features of Managed Accounts and pond Advice as well as the rights and responslbilit'ies of ehe Participants
<br /> under the program.
<br /> Participants who are (i) subject to any impou;d frequene trading resu~icrions or (2) It:n•r, s'eparat'ed service wick resyeu co trite
<br /> employer sponsoring the Plan and arc wiehdrawutg assets from their account(s) are not eligible to participate in
<br /> Managed Accounts.
<br /> 13y eueering into dais Agreemem', You aclutowledge and agree drat you 6avc received and reviewed ehis Agreement and the
<br /> Participant Agreenxetxt, including ehe terms, cnndieions, and derails of Managed Accounts described in chose Agreements and char
<br /> as Plan Fiduciary you andtorize ICMA-RC to offer and analce available Managed Accounts to Participants in each of your
<br /> eligible ICMA-I2C administered Plans (e.g., 457, 401, Payroll and Deemed IRAs). Vantagecarc Reeirerxxent ITealtlt Savings
<br /> Plans and Plans that do not meet core iuvestment option asset category requirements (c.g., TCMA-RC's standard 457 PTS
<br /> Platt) are not considered eligible plans.
<br /> Managed Accounts
<br /> Managed Acemurts is a discretiomry asset' allocation and manageroenc service designed For Participants who want ro delegate
<br /> their inc(ividual Plau invcsunent decisions to a financial expcre. Panicipants arc charged an asseo-based fee for Matraged Accounts.
<br /> See Seeeion 5 below for applicable fees.']'•he Managed Accounts fee covers roily our advisory Poe for allocaeing and reallocating
<br /> assets in participants accounts and does nor cover any other fees or expenses associated wick chest ace;oaues inaht<ling underlying
<br /> muntal fund and plan administration ices.
<br /> Under Managed Accounts, a Participant authorizes ICMA-RC ro exercise discrerionarq authority to allocate and reallocate ehe
<br /> assets in his or her Plan account or accounts among eligible plan investment's and implement individualized advice generated from
<br /> dxe invesancne methodologies and sofeware created by Ibbocsat Associaecs, Inc. ("Ibbotson"), a loading provider of retiremene advice
<br /> and asset allocation straregies. Ibbotson is a federally registered invesunetx adviser and a wholly owned subsidiar}' of Ivforningsear
<br /> Inc., a leading world-wide provider of independent eesearch conttnieted co helping investors reach their financial goads. In providing
<br /> such services to ICMA-RC, Ibbotson acts as the hxiependene Financial Expert ("II'B») a5 ehae terra is used in Advisot'y Opinion
<br /> 200I-0)A issued by rite U.S. Deparuncnc of Labor (nc~ "DOE") (sec Section 3, below). Based on information provided Ixy the
<br /> Participmxt about his or her financial condition and investment objectives, ICMA-RC allocates the Participant's account according to
<br /> Managed Accounts ServiceAgrecntcnr 1 W ICMA-RC
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