Loading...
HomeMy WebLinkAboutAgreement_General_02/11/2016 (2) RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT Legal Name of Plan: Village of Tequesta 401(a) and 457(b) Retirement Plans Name of Employer /Plan Sponsor: Village of Tequesta This Retirement Plan Advisory and Consulting Agreement and Appendices A, B and C, which are attached and incorporated by reference (collectively, the "Agreement "), is effective on the 14th day of January 20 16 (date services described herein and associated fees will have started), and is made by and between the Employer /Plan Sponsor (the "Sponsor ") of the retirement plan (the "Plan ") which is named above and described in the Retirement Plan Information Form in Appendix A, and IFP Advisors, 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 "Advisers Act "), is doing business as Independent Financial Partners ( "IFP "), and is acting through the investment adviser representative identified in the signature page following section 10 (the "Investment Adviser Representative "). 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. 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 have no authority or discretion to: (i) interpret the Plan documents (except as reasonably required to provide the services explicitly selected in Appendix B of this Agreement); (ii) handle benefit claims under the Plan; (iii) determine eligibility or participation under the Plan; or (iv) take any other action regarding the management or administration of the Plan. Specifically, and without limitation, RIA, directly or acting through the Investment Adviser Representative, has no authority, discretion or responsibility to: determine eligibility to participate in the Plan, calculate benefits, prepare or distribute any notices to participants or beneficiaries, perform recordkeeping or actuarial services, determine amount or timing of contributions to the Plan or distributions or withdrawals from the Plan, or select or certify any investment advice computer model or any other service not expressly stated in Appendix B. d) 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 "). Non -ERISA RPACA_MRPA, rev. Apr 2015 1 RETIREMENT PLAN ADVISORY AND .0 CONSULTING AGREEMENT RETIREMENT PLAN ADVISORS e) 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. f) 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, if permitted by Plan Documents, 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 and /or expenses associated with the services provided by any third parties. Sponsor further acknowledges that the Fees charged by RIA for the Services rendered by the Investment Adviser Representative are in addition to any brokerage, custodial and /or other fees that may be charged to Sponsor by other service providers to the Plan. However, 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. 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 ultimately responsible for verifying the accuracy of the calculation of the Fees. Furthermore, 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 made by others in the calculation or payments of Fees. In the event that RIA and /or Investment Adviser Representative performs the Fee calculation and invoices the client directly, any miscalculation known to RIA and /or Investment Adviser Representative that results in overpayment by Sponsor, shall be refunded promptly. 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 in Appendix A, Sponsor understands and agrees that RIA and /or Investment Adviser Representative will pay a portion of the Fees 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. Solicitor is required to provide both of the aforementioned documents to the Sponsor, and Non -ERISA RPACA_MRPA, rev. Apr 2015 2 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT 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 Fees 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 custodian and /or 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. We do not request or accept the discretionary authority to determine the broker - dealer to be used for Plan accounts. In accepting the Sponsor's direction(s) as to the use of a particular broker - dealer, it should be understood that we will not have the authority to negotiate commissions among the various broker - dealers, and best execution may not be achieved, resulting in higher transaction costs for the Plan. 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, directly or through affiliates or other related entities, 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 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 OF SPONSOR Sponsor represents 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. This Agreement is binding on the Sponsor, authorized by the Plan and does not violate any prior obligation or agreement. 6.3. Sponsor is solely responsible for the Plan's compliance (both in form and operation) with all applicable federal and state laws, rules and regulations, including, but not limited to, the Code. Non -ERISA RPACA_MRPA, rev. Apr 2015 3 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT RETIREMENT PLAN ADVISORS 6.4. Sponsor will comply with all applicable federal and state privacy and information security laws governing the use, disclosure and safeguarding of nonpublic personal information. 6.5. Sponsor understands and acknowledges that neither the RIA nor Investment Adviser Representative is responsible for monitoring whether any class action lawsuits have been filed pertaining to investment recommendations, investment purchases, or investment sales; nor for determining whether the Plan is eligible to participate; nor whether it is in the best interests of the Plan to participate in a class action. 6.6. To the extent legally permissible, Sponsor authorizes RIA and /or Investment Adviser Representative to initially deliver RIA's Form ADV (Part 2A), Form ADV (Part 2B), and IFP's Privacy Policy (collectively, the "Disclosure Documents ") to Sponsor at the time of, or prior to, entering into this Agreement. Initial delivery of RIA's Disclosure Documents will be made by one or more of the following methods: personal delivery, USPS or other recognized delivery service, or through the use of electronic means including, without limitation, electronic mail and /or posting to a website. Furthermore, Sponsor authorizes subsequent delivery of any documents required under this agreement (other than Disclosure Documents updates), to be made through the use of electronic means unless and until Sponsor communicates revocation of such authorization to IFP in writing. Neither RIA nor Investment Adviser Representative is responsible for determining whether the use of any electronic communication complies with the applicable requirements of the Code or other applicable law. Neither RIA, nor Investment Adviser Representative, will be responsible for prospectus delivery. 6.7 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 other authorized signatory of the Sponsor 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) other than those individuals signing this Agreement, no other signatures are required. 6.8. Upon request by Investment Adviser Representative, Sponsor will promptly provide RIA and Investment Adviser Representative any amendments to the Plan's governing documents that Investment Adviser Representative may request and 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. 6.9. Before this Agreement was entered into, Investment Adviser Representative and /or Solicitor provided to Sponsor information regarding services, compensation, fiduciary obligations and potential and /or actual conflicts of interest, and Sponsor 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 and its Appendices, in RIA's Form ADV (Part 2A) ( "ADV"), and Investment Adviser Representative's Form ADV (Part 2B) ( "Brochure Supplement "), and the RIA's Privacy Policy. This information may be supplemented by other 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. 6.10. 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. 6.11. 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. 6.12. If Fees are to be paid out of Plan assets, the Plan documents (and related Trust documents as applicable) permit payment of the Fees out of Plan assets. 6.13. 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. Non -ERISA RPACA_MRPA, rev. Apr 2015 4 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT 6.14. Sponsor specifically acknowledges that, to the extent the Plan or Sponsor offers, or intends to offer, any "employer security" as investment options under Plan, such securities are explicitly excluded from the Services provided, and the value of such securities will be excluded from the calculation of Fees pursuant to this Agreement. 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 Advisers 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 disclose to Sponsor any material change to the information regarding services, compensation, and conflicts of interest as soon as reasonably practicable but not later than sixty (60) days from the date on which RIA acquires knowledge of the material change or as otherwise required by applicable law. If RIA learns of or makes an error or omission in disclosing information to Sponsor, RIA will disclose the correct information to Sponsor as soon as practicable but not later than thirty (30) days from the date RIA learns of the error or omission. 7.4. Required investment disclosures for fiduciary services or recordkeeping and brokerage services will be updated at least annually. 7.5. Upon written request by Sponsor, RIA will disclose relevant information related to this Agreement and the compensation or Fees received under the Agreement reasonably in advance of the date Sponsor states that Sponsor must comply with Sponsor's applicable reporting and disclosure requirements of any applicable laws and regulations, forms, and schedules. If RIA is unable to respond to Sponsor's written request reasonably in advance of Sponsor's need due to extraordinary circumstances beyond RIA's control, RIA will disclose the information as soon as practicable. 7.6. 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. 7.7. 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. 7.8. RIA and /or Investment Adviser Representative 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. 7.9. Investment Adviser Representative may provide IRA rollover educational information to Plan participants. Neither RIA, nor Investment Adviser Representative, will solicit Plan participants or provide recommendations to Plan participants on the advisability of taking retirement Plan distributions. Any unsolicited services provided to Plan participants that include discussions about individual distributions or how to invest the proceeds of a distribution will be performed separately from Plan services and with the Plan participant(s) individually. In the event such unsolicited services are to be rendered, Investment Adviser Representative will provide Plan Sponsor and the participant(s) specific disclosures contained in a separate IFP Rollover Form. 8. STANDARD OF CARE; INDEMNITY; DATA DISCLOSURE 8.1. Standard of Care The sole standard of care imposed on RIA and Investment Adviser Representative in performing the Services is to act with the care, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with those matters would use in the conduct of an enterprise of like character and with like aims; provided, however, that nothing in this Agreement will be deemed to limit any responsibility that RIA and /or Investment Adviser Representative may have to Sponsor to the extent any limitation would be inconsistent with applicable laws, including securities laws. Non -ERISA RPACA_MRPA, rev. Apr 2015 5 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT RETIREMENT PLAN ADVISORS 8.2. Indemnification a) RIA and Investment Adviser Representative agree to indemnify and hold Sponsor harmless from any and all liabilities and claims, including but not limited to damages, court costs, reasonable legal fees and costs of investigation, which arise directly from breach of the representations by RIA and /or Investment Adviser Representative contained in Section 7 of the Agreement. Investment Adviser Representative agrees to indemnify and hold Sponsor harmless from any and all liabilities and claims, including but not limited to damages, court costs, reasonable legal fees and costs of investigation, which arise directly from Investment Adviser Representative's intentional misconduct, gross negligence, or breach of fiduciary duty with respect to the Services. Neither RIA nor Investment Adviser Representative will be liable for any indirect, special, consequential or exemplary damages. b) Sponsor agrees to defend, indemnify and hold RIA and Investment Adviser Representative harmless from any and all liabilities and claims, including, but not limited to, damages, court costs, reasonable legal fees and costs of investigation which arise from: (i) directly or indirectly, any investment loss experienced by the Plan or Plan participants or beneficiaries; (ii) RIA's and /or Investment Adviser Representative's reliance or any action taken by RIA and /or Investment Adviser Representative in reliance upon any instruction(s) and /or information received by RIA and /or Investment Adviser Representative from Sponsor; (iii) any breach of Sponsor's representations and warranties stated in this Agreement; (iv) any cause of action brought by the Sponsor, Plan participant(s) or beneficiaries and /or the Plan's service providers with respect to the Services, provided that the losses or damages are not directly caused by RIA's and /or Investment Adviser Representative's intentional misconduct, gross negligence or breach of fiduciary duty; and (v) any breach of data security or any breach by the Sponsor, its directors, officers, employees, agents and /or service providers with respect to confidentiality and /or data security obligations. Liabilities and claims to which the indemnification in this paragraph applies would include, by way of example but not limitation, investment losses suffered as a result of a general market decline, investment losses arising in situations in which Sponsor fails to follow RIA's and /or Investment Adviser Representative's recommendation(s) or in which Sponsor or a third party fails to properly implement the recommendation(s), and Plan participant or beneficiary claims arising out of an alleged claim of breach of fiduciary duty on the part of Sponsor or other Plan fiduciaries. c) 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 in connection with providing documents or testimony, 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. Y d) 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 rendering of Services. Neither RIA nor Investment Adviser Representative will be 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 errors in valuation or payment. e) Nothing contained in this Agreement shall be construed as a waiver of Sponsor's sovereign immunity beyond the waiver provided by Sec. 768.28, Florida Statutes, including limits on reasonable attorney's fees. Nothing contained in this Agreement shall be construed as Sponsor' consent to be sued. 8.3. Data Disclosure RIA and /or Investment Adviser Representative will use reasonable efforts to ensure that the data, analysis, 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 are dependent upon the sources of that data and information, which are outside of RIA's and /or Investment Adviser Representative's control. Non -ERISA RPACA MRPA, rev. Apr 2015 6 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT RETIREMENT PLAN ADVISORS 8.4. 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. 8.5. 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 thirty (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; alternatively, Plan will be entitled to a pro -rata refund of any unearned compensation subsequent to the date of termination paid in advance to the RIA and Investment Adviser Representative pursuant to this agreement. 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, and 10.8) 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 the 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 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 This 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 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 Non -ERISA RPACA_MRPA, rev. Apr 2015 7 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT RETIREMENT PLAN ADVISORS 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 sixty (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. Notwithstanding the above, any modifications to sections I through 3 of Appendix A may be made at any time without following the procedures stated above, and shall not require new signature by the parties. 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: Contact: John Whisenant Title: Chief Compliance Officer, Independent Financial Partners Address: 3030 North Rocky Point Drive West, Suite 700 City, ST Zip Code: Tampa, FL 33670 Email: Iohn.Whisenant @IFPartners.com Phone: (813) 341 -0960 Fax: (813) 288 -0701 To Sponsor c/o plan fiduciary or other authorized signatory: To the address (or Fax number, or Email address as applicable) 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 dispute resolution or when applicable, legal suit, action or proceeding arising out of or relating to this Agreement must be instituted and resolved in a State or Federal court in Palm Beach County, Florida and each party irrevocably submits to the jurisdiction and venue in that court. Non -ERISA RPACA MRPA, rev. Apr 2015 8 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT RETIREMENT PLAN ADVISORS 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 applicable federal or state securities laws. Execution of Agreement IN WITNESS WHEREOF, the Sponsor and Advisor(s) have executed this Agreement as of the date(s) indicated below. By signing and dating below, Sponsor acknowledges receipt and understanding of this entire Agreement and all provisions (including those pertaining to pre- dispute arbitration) set forth within it and agree to abide by the provisions set forth within this Agreement. Sponsor acknowledges receipt of the firm's disclosure documents, including but not limited to, Form ADV (Part 2A) ( "Firm Brochure "), Form ADV (Part 2B) ( "Brochure Supplement "), and Privacy Policy. This Agreement contains a pre- dispute arbitration clause located in Section 1 I. 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 applicable federal or state securities laws. Investment Adviser Representative Responsible Plan Fiduciary Signature: Signature: Print Name: W. Michael Montgme Print Name: Michael Couzzo, Jr. Title: Managing Principal Title: Village Manager Address: 14502 N. Dale Mabry Hwy, Suite 328 Address: 345 Tequesta Drive City, ST Zip: Tampa, FL 33618 City, ST Zip: Tequesta, FL 33469 -0273 Email Address: mmontgomery@m - rpa.com Email Address: mcouzzo @tequesta.org Date: A ,I" Date: a Investment Adviser Representative' Responsible Plan Fiduciary' Signature: Signature: Print Name: Print Name: Title: d /bla: Address: Address: City, ST Zip: City, ST Zip: Email Address: Email Address: Date: Date: RIA Acceptance Responsible Plan Fiduciary Signature: > Signature: Print Name: Print Name: Title: I f�S F�' l� / �G�.S�;3 Title: Address: 3030 N. Rocky Pointe Dr. W., Ste. 700 Address: City, ST Zip: Tampa, FL 33607 City, ST Zip: Email Address: Email Address: Date: 3 f Date: To be used when two advisors are serving the plan. If more than two advisors serve the plan, please duplicate this page as needed. 2 Note: Additional space for multiple Responsible Plan Fiduciary signatures to be used when called for by Plan Documents. If more than three are required by plan documents, duplicate this page as needed. Non -ERISA RPACA_MRPA, rev. Apr 2015 9 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT - APPENDIX A — RETIREMENT PLAN ACCOUNT INFORMATION (SECTION 1) Plan Profile Legal Plan Name: Village of Tequesta 401(a) and 457(b) Retirement Plans Plan Tax ID: Plan Tax Status: Check here if this Plan is Non - Qualified If Non - Qualified, Sponsor Tax Bracket: %. Plan Type ERISA Status 403(b) Plan ® No Q 457 Plan Other - Please Identify: Government 457(b) No / Other - Please Identify: 401(a) Money Purchase Plan No Is this an Owner -Only Plan? Yes Participant or Trustee Directed Plan F1 Participant Directed © Trustee Directed ® Both Plan Status Is this a new Plan? 1:1 Yes No Does any person, other than Sponsor, have discretion or power of Yes No If yes, please attach attorney authority over this Plan? 17 El discretionary agreement. Are the Plan assets being transferred from another custodian? © Yes ©✓ No If yes, attach Plan's current list of available investments. Plan Assets Excluded from the Services in this Agreement (mark "None" if none) Non -ERISA RPACA_MRPA, rev. Apr 2015 10 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT 4) i APPENDIX A — RETIREMENT PLAN ACCOUNT INFORMATION (SECTION I, cont'd) Plan Platform Is this a brokerage platform? Yes No If yes • are Fees levelized for all investment ©Yes No alternatives in the Plan? Is this a "Bundled" Platform? If yes. provide Yes O No account and contact information Below: Platform Provider Contact Name: Cheryl Munroe Email Address: cmunroe @icmarc.org Company Name: ICMA -RC Phone number: (202) 962 -4600 Is this a Plan using "Unbundled" providers? If yes, Yes No list service provider(s) information below: Service Provider Contact Name: N/A Email Address: Company Name: N/A Phone number: Service(s) provided to Plan: ❑ TPA El Custodian 0 Recordkeeper Trustee Service Provider Contact Name: N/A Email Address: Company Name: N/A Phone number: Service(s) provided to Plan: 11 TPA Custodian Recordkeeper Trustee Service Provider Contact Name: N/A Email Address: Company Name: N/A Phone number: Service(s) provided to Plan: TPA Custodian F ❑ Recordkeeper Trustee Third Party Fiduciaries (other parties in interest serving as Fiduciaries on the plan) Service Provider Contact Name: N/A Email Address: Company Name: N/A Phone number: Service(s) provided to Plan: ❑ 3(16) F ❑ 3(21) 1 ❑ 3(38) Service Provider Contact Name: N/A Email Address: Company Name: N/A Phone number: - 7 Service(s) provided to Plan: ❑ 3(16) 3(21) ❑ 3(38) Solicitor Information (if applicable) Solicitor Name: N/A Phone Number: Address Fax Number: City, State and Zip Code Email Address: Date disclosure materials were presented to this Plan Sponsor or Company (see below): ADV (Part 2A) "Firm Brochure" and ADV (Part 2B) "Brochure Supplement" of both the Solicitor and the Advisor, Signed Client Disclosure Form, and IFP Privacy Policy. Non -ERISA RPACA_MRPA, rev. Apr 2015 11 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT APPENDIX A — RETIREMENT PLAN SPONSOR INFORMATION (SECTION 2) Employer Profile Employer Name: Village of Tequesta Phone Number: (561) 768 -0700 Street Address: 345 Tequesta Drive Fax Number: City, State Zip Tequesta, FL 33469 -0273 Web Address: www.tequesta.org Mailing Address (if Different): Same City, State Zip Employer d /b /a (if any) Same Employer ID (if different from Plan): Employer State/Country of Domicile: Florida, USA Industry: Municipal Government Employer's Legal Organization Type (Inc., LLC, S -Corp, Partnership, other): Public corporation Employer Securities Are Employer securities offered as part of this Plan? Wes Mlo (If yes, please complete table below) Security Name Security Type (CS, Bond) Publicly Traded? If Yes, Ticker Symbol: Yes Dlo es o es o Pursuant to section 6.14 of this Agreement, the securities listed above are explicitly excluded from services provided herein as well as the commensurate Fees for such services. Employer Retirement Plans Does the employer maintain other retirement plans? Oyes a o (If yes, please complete table below) Plan Name Plan Type ERISA Covered? Approximate Plan yp Size, in $US? Tequesta Gen. Employees' Pension Defined Benefit Wes ENO Des Do Des Do Non -ERISA RPACA MRPA, rev. Apr 2015 12 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT QD - � APPENDIX A — RETIREMENT PLAN DATA AND FINANCIAL INFORMATION (SECTION 3) Total Assets in Plan Total Plan Assets in $U.S.: $ 3,250.000 Projected Annual Plan Cash Flow Estimated Annual Average Contribution from Plan Participants: $ 308,000 Estimated Annual Average Contributions from Employer: $ 39,000 Estimated Annual Average Distributions to Plan Participants: $ 552,346 Company Employee Demographics Total Number of Employees: 90 Estimated Number of Employees Eligible to Participate in Plan: 90 Estimated Number of Participants in Plan: 51 Non -ERISA RPACA_MRPA, rev. Apr 2015 13 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT APPENDIX A — RETIREMENT PLAN INVESTMENT OBJECTIVES (SECTION 4) Investment Policy Statement (IPS) If Yes and this Agreement includes fiduciary services in Appendix B below, O Yes please include IPS copy with Agreement. 1. Does the Plan currently have an (If yes, no need to go any further on this page) approved IPS? O No See question 2 below. 2. (Answer this question only if you answered 1./ IYes Please submit IPS when adopted by Sponsor. "No" to question 1 above) Will the Sponsor F 1 update / implement an IPS as part of this Agreement? ❑No Please complete Objectives below: Diversification Objective of Plan Provide a well - diversified line 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 principle, income and growth. Please list any special Diversification Objectives: Liquidity Objective of Plan Z Provide a well - diversified line up of investment options for plan participants who may have different liquidity needs. Please list any special Liquidity Objectives: Time Horizon Objective of Plan Z Provide a well - diversified line up of investment options for plan participants who may have different investment time horizons. Please list any special Time Horizon Objectives: Risk Objective of Plan Z Provide a well- diversified line up of investment options for plan participants who may have different investment risk objectives. Please list any special Risk Objectives: Sponsor special investment instructions to the Plan Investment Adviser Representative, if any: Non -ERISA RPACA_MRPA, rev. Apr 2015 14 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT 0 - F f !, 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 I ' ) 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 ❑'� 2 ' 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 with alternative(s). ❑ 3' ) RECOMMENDATIONS TO SELECT AND MONITOR QUALIFIED DEFAULT INVESTMENT ALTERNATIVE(S) ( "QDIAs "): 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 Plan's QDIA(s) for Plan participants that fail to direct the investment of their accounts. Once the Plan Fiduciary selects the QDIAs, Investment Adviser Representative will provide reports, information and recommendations, on a periodic or upon reasonably requested basis, 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 and analysis to assist the Plan Fiduciary to evaluate replacing investment(s) with alternative(s). RECOMMENDATIONS TO ALLOCATE AND REBALANCE MODEL ASSET ALLOCATION 4 ' ) 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 replacing investment(s) alternative(s) 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. ❑✓ 5.) 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 replacing investment manager(s). Non -ERISA RPACA_MRPA, rev. Apr 2015 15 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT a kFT!_11F111A[!1! APPENDIX B — SCHEDULE OF RETIREMENT PLAN SERVICES (Check Each Service INVESTMENT ADVISER REPRESENTATIVE Is Authorized To Perform) PLAN SPONSOR —CONSULTING SERVICES I. Assistance with Plan Governance and Committee Education, Including: ✓ A.) Determining Plan Objectives and Options Available Through the Plan v(j B.) Reviewing Retirement Plan Committee Structure and Requirements C.) Reviewing Participant Education and Communication Strategy D.) Providing Guidance in Coordination of and Sponsor Reconciliation of Participant Disclosures as reviewed by law. E.) Developing Requirements for Responding to Participant Requests for Additional Information ✓ F.) Providing Guidance in Sponsor Developing and Maintaining of Fiduciary Audit Files) ✓ G.) Attending Periodic Meetings with Plan Committee (Upon Request by Plan Sponsor) 2. Assistance with Plan Fiduciaries' Vendor Management (Service Provider Selection /Review), Including: ❑✓ A.) Reviewing Fees and Services and Identifying Procedures to Track the Receipt and Evaluation of ERISA 408(b)(2) Disclosures ✓ B.) Providing Periodic Benchmarking of Fees and Services to Assist Review for Reasonableness ✓ C.) Reviewing Spending Accounts or Plan Expense Recapture Accounts (PERAs) ✓ D.) Generating and Evaluating Service Provider Requests for Proposals (RFPs) and /or Requests for Information (RFIs);or Upon future request by Plan Sponsor and at an additional fee to be negotiated at the time of the request. ✓ E.) Support with Contract Negotiations ✓ F.) Service Provider Transition and /or Plan Conversion 3. Investment Education for Plan Fiduciaries Concerning: ( A.) Investment Policy Statements ✓ B.) Assessment of Overall Investment Structure of Plan (i.e., types and number of asset classes, model portfolios, etc.) ✓ C.) Review of the Plan's Investment Options ✓ D.) Review of Qualified Designated Investment Alternatives (QDIAs) ✓ E.) Search and Review of Investment Managers 4. Employee Investment Education and Communication Including: A.) Providing Group Enrollment and Investment Education Meetings B.) Supporting Individual Participant Questions C.) Providing Periodic Updates, Upon Request or Periodic Newsletter Ll D.) Assisting Participants with Retirement Readiness ❑ E.) Providing Fee - Specific Education and Communicate the Plan's Requirements for Requesting Additional Information about Plan Fees and Expenses S. Notes Regarding of Selected Services: ✓ A.) Frequency of Periodic Committee Meetings:' 13 - 13.) Frequency of Enrollment Meetings: C.) Frequency of Education Meetings: 3 Investment Adviser Representative is prohibited from serving as a voting member of the committee. Non -ERISA RPACA_MRPA, rev. Apr 2015 16 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT APPENDIX C - FEE SCHEDULE I . Billing Procedures (Choose one) Investment Adviser Representative(s) is /are servicing the Plan in an Investment Adviser Representative capacity: ✓❑ and compensation will be paid directly to the RIA at and LPL Financial is broker - dealer of record Independent Financial Partners (IFP) on the Plan and any compensation received FBO W Michael Montgomery by LPL Financial as broker - dealer shall offset 3030 N. Rocky Point Dr. W., Ste 700 the Fees outlined in this Agreement. Tampa, FL 33607 2. Payment Source (Select one) By Investment Provider or other third party, and /or our of Plan Assets Sponsor authorizes the investment provider or other third party ( "Third Party Payor") to pay compensation due to RIA and Investment Advisor 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 Third Party Payor.) Name of Payor: Payment Account/Contract #: Directly by the Plan Sponsor, Fees shall be billed to the Sponsor. Fees shall be due upon receipt of the billing notice. Z ✓ Investment Adviser Representative will perform billing 3. Fee Schedule 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: Annual Fee for Service. Fees for service based on percentage of Plan assets of basis points (bps). Annual Flat Fee. $ . Cost of Living Adjustment (COLA) _%/Year. F-1 Annual Fee for Service — Split. Fee for service of a percentage of Plan assets of bps, paid based on the value of Plan assets, and bps, paid on the value of new deposits into the Plan. First Year Transition Expense Fee of $ or bps (one time). Z ✓ One -time Fee of $ 12,000 , for Project - Specific work (details below if applicable) Annual Fee for Service — Tiered. Fee for service based on a percentage of Plan assets, per the tiered schedule below: Value of Plan Assets (range) Fee $0.0 to $ bps $ to $ bps $ to $ bps $ to $ bps $ to $ bps $ to $ bps Project Specific Details: 1. MRPA will cooperate with Village of Tequesta legal counsel to create an ordinance that establishes a Plan Committee, along with any related Charter, policies, Investment Policy Statement or other statement of policies. MRPA does not offer legal advice. 2. MRPA consultant(s) will attend up to four scheduled meetings as requested pursuant to the selection of a retirement plan vendor(s). 3. The services in this agreement are associated with a one -time vendor RFP and potential conversion project. 4. Pursuant to Appendix B - Schedule of Retirement Plan Services, 5., page 16 of this agreement, MRPA will recommend thee top 3 potential investment managers in rank order, based upon our assessment of which best suits the Village's needs based upon the guidelines discussed. Non -ERISA RPACA_MRPA, rev. Apr 2015 17 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT y R r_ I'l „ , V 5 4. Payment Frequency, Timing, and Method Frequency: 0 Monthly 0 Quarterly ® Annually Other: Onetime fee Timing: ® In arrears M In Advance Method: Based on the value of Plan assets in the method determined by the Third Party Payor. Based on the value of Plan assets at theE]beRinninz or []end of the quarter. Flat Fee, as noted above. Additional Payment Details (if applicable): 50% paid upon initial engagement, with the remaining 50% paid upon completion of the project. S. Expenses Sponsor shall not pay any additional expenses. Sponsor shall pay the following expenses (detail): Non -ERISA RPACA_MRPA, rev. Apr 2015 18 RETIREMENT PLAN ADVISORY AND CONSULTING AGREEMENT 0 Use this Agreement for non - discretionary (3(2 1)) advisory retirement plans. Please fill in all necessary fields in the Agreement starting on page one; then add any missing data on this IFP Transmittal Form. For acceptance by IFP, please email Agreement along with this Transmittal Form to IFPRetirementPlans (cDIFPartners.com or fax to (877) 357- 0812. Legal Name of Plan: Name of Employer /Plan Sponsor: IFP TRANSMITTAL FORM FOR IFP OFFICE USE ONLY A. Sponsor Information: Plan Sponsor Name: Plan Type: Plan Tax ID: Plan Sponsor Phone No. Responsible Plan Fiduciary: Plan Sponsor Fax No. Plan Sponsor Address: Plan Sponsor Email Address: Plan Sponsor City, ST Zip: Plan Sponsor Web Address: B. Third Party Service Providers: Platform Name: Custodian: Recordkeeper: TPA: Trustee /Corp. Trustee: Investment Provider: IFP Fee Payment Source: Acct. /Contract Number: C. Plan Financial /Employee Information: Total Plan Assets: No. of Eligible Employees: Flat Fee Billing Billing Annual Fee for (Annual): Frequency: Timing: Service (Bps): COLA: % /Yr. D. Investment Adviser Representatives) /Solicitor: Advisor I Name: Advisor I DBA: Advisor I Advisorl Phone No.: ID /Split ID: Advisor I Email Address: Advisor 2 Name: Advisor 2 DBA: Advisor 2 Advisor 2 Phone No.: ID /Split ID: Advisor 2 Email Address: Advisor 3 Name: Advisor 3 DBA: Advisor 3 Advisor 3 Phone No.: ID /Split ID: Advisor 3 Email Address: Solicitor Name: Solicitor Phone No.: Solicitor Address: Solicitor Fax No.: Solicitor City, ST, Zip: Solicitor Email Address: Non -ERISA RPACA_MRPA, rev. Apr 2015 19