HomeMy WebLinkAboutAgreement_General_11/10/2016 (13) EMPOWER RETIREMENT ADVISORY SERVICES AGREEMENT
This Empower Retirement Advisory Services Agreement (this "Agreement') is entered into as of
the 10 day of November 2016 by the Village of Tequesta (the "Plan Sponsor ") and
Advised Assets Group, LLC ( "AAG "), located at 8515 East Orchard Road, Greenwood Village,
Colorado 80111.
RECITALS
Whereas, the Plan Sponsor has established defined contribution plans under the Internal
Revenue Code (each a "Plan "); and
Whereas, the Plan Sponsor has selected Great -West Life & Annuity Insurance Company or
First Great -West Life & Annuity Insurance Company (individually or collectively "Great- West'),
to provide administrative, recordkeeping, and other services to the Plan as set forth in the
service agreement between the Plan Sponsor and Great -West ( "Service Agreement'); and
Whereas, AAG, a wholly owned subsidiary of Great -West, makes available investment
guidance, advisory, and discretionary managed account services ( "Services ") to defined
contribution plan participants; and
Whereas, AAG has selected an Independent Financial Expert ( "IFE ") pursuant to Department of
Labor Advisory Opinion 2001 -09A issued on December 14, 2001 to provide such services to
AAG for use under Services; and
Whereas, the IFE has developed a methodology and proprietary software and technology used
to provide participant level investment advice and discretionary managed account services;
including personalized Internet -based guidance, investment advisory services, and discretionary
managed account services with respect to investment choices held within defined contribution
plans; and
Whereas, the Plan Sponsor desires to make Services available to participants ( "Participants ") in
the Plan pursuant to the terms outlined in Appendix A, attached hereto and incorporated herein;
and
Now therefore, the parties hereto, in consideration of the mutual covenants and representations
herein contained, do hereby agree as follows:
TERMS
Article 1
Selection
Plan Sponsor hereby agrees to retain AAG as investment adviser to the Plan to provide
the services selected on Appendix A, as described in Article 2. By utilizing the Services
described herein, the Plan Sponsor agrees to be bound by the terms and conditions of this
Agreement.
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Article 2
Services
2.1 AAG will make available Services to Participants in accordance with Appendix A.
Services includes Online Investment Guidance, Online Investment Advice, and Managed
Account Service as described in Appendix A.
Under Services, AAG does not provide advice for, recommend allocations of, or provide
management services for individual stocks, self- directed brokerage accounts, guaranteed
certificate funds, or employer- directed monies. A Participant's balance in employer- directed
monies or transfer - restricted funds may be liquidated or transferred. AAG may not recognize
certain types of transfer restrictions as applicable to adviser - initiated transfers. Participants may
be required to liquidate the above - referenced funds prior to or as a condition of enrolling in
Managed Accounts, subject to Plan and /or investment provider restrictions.
The Plan must select and at all times maintain Core Investment Options that cover the following
broad asset categories in order to utilize the Online Investment Advice and the Managed
Account Service under Services: Fixed Income /Cash, Bond, Large Cap, Small /Mid Cap, and
International. The asset classes and Core Investment Options must meet the requirements of
the IFE which may be amended from time to time. Should the requirements of the IFE not be
met, AAG and the IFE have the right to suspend Services until the requirements of the IFE are
satisfied. The IFE is solely responsible for determining the adequacy of exposure to the
aforementioned asset classes and for determining the core asset class exposures needed for
the provision of Online Investment Advice and the Managed Accounts Service.
AAG will on an ongoing basis review the methodology and services of the IFE and integrate the
Plan's Core Investment Options into Services. AAG may make available to the Plan Sponsor
certain periodic written reports related to Services.
Plan Sponsor agrees to provide or to assist AAG in obtaining all participant data that is
necessary to perform its duties under this Agreement, including but not limited to: date of birth,
income, gender, and state of residence.
2.2 Plan Sponsor hereby authorizes AAG to make Services available to Participants
in accordance with Appendix A, using Participant information provided to AAG by Participants,
the Plan Sponsor or its agents, and /or AAG's affiliates. Plan Sponsor acknowledges and
agrees that Services will be provided by AAG based on the methodology and proprietary
software provided by the IFE.
2.3 The Plan Sponsor understands, acknowledges and agrees that, unless otherwise
specified, the Plan Sponsor's election under this agreement to offer the Services applies only to
the Plan, rather than to other plans sponsored by the Plan Sponsor that may have investment
lineups similar to the Plan.
2.4 Plan Participants shall pay all AAG fees, in accordance with the terms outlined in
Appendix A, for the respective services utilized. Plan Sponsor authorizes Great -West to collect
these fees on behalf of AAG and to deduct fees from Plan Participant accounts that enroll in
Services and become actual users, in accordance with Appendix A.
2.5 AAG has authorized GWFS Equities, Inc. ( "GWFS ") and its licensed agents and
registered representatives who are Great -West employees (collectively referred to as
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"Solicitors ") to solicit, refer and market AAG's advisory services to potential and current
investment advisory clients. GWFS is a Broker /Dealer, registered with the SEC and is an
affiliate of AAG. The registered representatives of GWFS are employees of Great -West. AAG
and GWFS, are wholly -owned subsidiaries of Great -West. In addition to their salary, Solicitors
registered with GWFS and employed by Great -West, may earn additional bonus compensation
for soliciting, referring and marketing AAG's advisory services.
2.6 AAG may provide additional services pursuant to instruction or direction from the
Plan Sponsor. Any fees for such additional services will be agreed upon by AAG and the Plan
Sponsor prior to the provision of additional services.
Article 3
Representations and Warranties
3.1 Both Parties Each party hereto represents, warrants and consents that (a) it is
authorized to enter into and perform its obligations under this Agreement; (b) any actions by, or
filings with, any governmental body required for the party to enter into and perform its
obligations under this Agreement have been taken or made or will be taken or made when
required; (c) entering into and performing its obligations under this Agreement does not violate
any applicable law, rule or regulation or its organizational documents or any other binding
instrument; (d) this Agreement has been duly executed and delivered; and (e) it will perform its
obligations in compliance with all applicable laws rules and regulations.
9 p pp
3.2. AAG
(a) AAG represents that it is registered as an investment adviser under the
Investment Advisers Act of 1940 "Advisers Act").
(b) AAG acknowledges and agrees that it is an investment adviser and fiduciary
under the Advisers Act and is a fiduciary under the Employee Retirement Income Security Act of
1974, as amended ( "ERISA ") to the extent it provides Online Investment Advice to Participants.
(c) AAG acknowledges and agrees that it an investment adviser and fiduciary under
the Advisers Act and is an investment manager (as defined under Section 3(38) of ERISA) to
the extent it provides the Managed Account Service to Participants.
(d) AAG represents that e IFE is not affiliated with AAG or Great -West and that
AAG has entered into an agreement with the IFE. AAG's agreement with the IFE includes
representations that the IFE: (i) is registered as an investment adviser under the Advisers Act,
and (ii) will maintain the required federal or state investment advisory registrations that permit it
to perform its obligations under its agreement with AAG, and (iii) will act, at all times in providing
the methodology and software for AAG's suite of advisory services (the "Program ") in conformity
with the requirements imposed upon an IFE as described in the Advisory Opinion 2001 -09A
issued on December 14, 2001 b the U.S. Department " of Labor the DOL"
Y P ( ) and any
modifications or amendments thereto, to the extent that the Advisory Opinion is applicable to the
operation of the Program.
3.3 Plan Sponsor Plan Sponsor represents that it is the Plan fiduciary with the
authority to execute this Agreement on behalf of the Plan and its Participants and commit to the
terms of this Agreement. Plan Sponsor, by itself and on behalf of the Plan, represents and
acknowledges that it has received and read AAG's Form ADV Part II (or equivalent), consistent
with Rule 4-
u e 20 3 of the Advisers Act. Plan Sponsor acknowledges that the Core Investment
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Options offered through the Plan(s) were chosen by the Plan Sponsor and not by AAG, Great -
West, or the IFE.
Article 4
Term, Termination & Substitution of IFE
4.1 Term and Termination of this Agreement This Agreement shall be effective as
of the date stated above (the "Effective Date ") and continue in force for three years from the
Effective Date ( "Initial Term "). This Agreement shall renew automatically for successive one (1)
year terms ( "Renewal Term(s) ") unless one party provides the other party with written notice of
its intent not to renew the Agreement no less than ninety (90) days prior to the end of the Initial
Term or any subsequent Renewal Term. This Agreement may be terminated prior to the end of
the Initial Term or any Renewal Term in the following circumstances:
(a) Plan Sponsor may terminate this Agreement upon written notice to AAG if
Plan Sponsor determines in good faith that the Agreement is not consistent
with its fiduciary duties under ERISA, if applicable, or applicable state law;
(b) In the event that Plan Sponsor terminates its Service Agreement with
Great -West, or the Service Agreement expires pursuant to its own terms,
this Agreement shall automatically terminate, effective on the same date
the Service Agreement between Plan Sponsor and Great -West terminates
or expires; or
(c) AAG may terminate this Agreement under the conditions set forth in
Section 4.2; or
(d) Either may terminate this Agreement without cause upon sixty (60) days
written notice to other party.
Upon termination of this Agreement for any reason, all Actual Users, as defined in Appendix A,
will be immediately restricted from using Services.
4.2 Substitution of the IFE During the term of this Agreement, AAG reserves the
right to replace the IFE in its sole discretion. AAG will promptly notify the Plan Sponsor of any
such change. In such event, a replacement Appendix A will be provided to Plan Sponsor, if, in
AAG's sole discretion, a replacement Appendix A is deemed necessary. In the event AAG is
unable to contract with a suitable replacement IFE, this Agreement shall automatically terminate
upon written notice to the Plan Sponsor.
Article 5
Confidentiality
5.1 AAG and the IFE's Confidential Information Plan Sponsor acknowledges that
information regarding AAG, the IFE, and Services including, without limitation, the databases,
hardware, software, programs, engine, protocols, models, displays and manuals, including,
without limitation, the selection, coordination, and arrangement of the contents thereof are
intellectual property and trade secrets, proprietary to AAG and /or the IFE, as applicable, and
constitute "Confidential Information." Plan Sponsor acknowledges that all nonpublic information
regarding the business and affairs of AAG and the IFE including, but not limited to, business
plans, agreements with third parties, fees, services, customers, and finances, constitute
Confidential Information.
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5.2 Plan Sponsor's Confidential Information All nonpublic information regarding the
Plan, the business and affairs of the Plan Sponsor, all Plan Sponsor intellectual property and all
personal information of Participants including, but not limited to, the names, addresses, social
security numbers, financial information and compensation data of the Participants, learned by
AAG or the IFE in the performance of this Agreement constitutes Confidential Information of the
Plan Sponsor. Notwithstanding the foregoing, AAG may provide nonpublic information it learns
about Participants to the Plan Sponsor and the plan provider for reporting purposes.
5.3 Non - Confidential Information Anything in this Agreement to the contrary
notwithstanding, except with regard to personal information of Participants, the term
"Confidential Information" does not include information regarding a party which (i) was, is or
becomes generally available to the public other than as a result of a disclosure by the receiving
party or any of its affiliates, agents or advisors, (ii) was or becomes available to a party or its
affiliates from a source other than the disclosing party or its affiliates or advisors, provided that
such source is not bound by a confidentiality agreement for the benefit of the disclosing party,
(iii) was within a party's possession prior to being furnished by or on behalf of the other party
provided that the sources of such information were not covered by a confidentiality agreement in
favor of the party owning the confidential information, provided such confidentiality agreement
was known to the receiving party at the time the information is obtained.
5.4 Treatment of Confidential Information Confidential Information will be used by a
party in connection with the performance of its obligations under this Agreement. Each party
will receive the Confidential Information in confidence and not disclose it to any third party
except as may be necessary to perform its obligations under this Agreement, to review or
evaluate the services provided or as required by law or as agreed to in writing by the other
party. Each party further agrees to take or cause to be taken all reasonable precautions to
maintain the secrecy and confidentiality of the Confidential Information. Neither party may
disclose, and shall make reasonable efforts to prevent the disclosure of, any part of the
Confidential Information to another person except as permitted by this Article 5. Confidential
Information may be disclosed to a party's directors, officers, employees, consultants,
representatives, and the Plan's recordkeeper (each a "Representative ") who need to know in
order to further the purposes and intent of this Agreement. Disclosure of Confidential
Information may be made to such Representative only after the Representative has been
informed of the confidential nature of such information and has agreed to be bound by the terms
of this Agreement's confidentiality provisions.
5.5 Public Records. Notwithstanding any other language in this agreement to the
contrary, and in accordance with Sec. 119.0701, Florida Statutes, the AAG must keep and
maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described therein. Upon request from the Village's custodian
of public records, the AAG must provide the Village with copies of requested records, or allow
such records to be inspected or copied, within a reasonable time in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Should the AAG fail to provide the public
records to the Village, or fail to make them available for inspection or copying, within a
reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.070 1, Florida
Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the AAG shall
ensure that any exempt or confidential records associated with this Agreement or associated
with the performance of the work described therein are not disclosed except as authorized by
law for the duration of the Agreement term, and following completion of the Agreement if the
AAG does not transfer the records to the Village. Finally, upon completion of the Agreement,
the AAG shall transfer, at no cost to the Village, all public records in possession of the AAG, or
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keep and maintain public records required by the Village. If the AAG transfers all public records
to the Village upon completion of the Agreement, the AAG shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the AAG keeps and maintains public records upon completion of the
Agreement, the AAG shall meet all applicable requirements for retaining public records.
Records that are stored electronically must be provided to the Village, upon request from the
Village's custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF AAG HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO IT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR
THE VILLAGE, AT (561) 768 -0685, OR AT Imcwilliams @tequesta.org, OR AT 345 TEQUESTA
DRIVE, TEQUESTA, FLORIDA 33469.
Article 6
Miscellaneous
6.1 Notwithstanding anything else contained herein, this Agreement may be
amended, supplemented or restated only with the written consent of both parties. The parties
agree that they will amend, supplement or restate this Agreement as necessary to comply with
changes to applicable law, as amended from time to time. For the purposes of this Section
6.1, "written consent of both parties" shall be deemed to include electronic mail transmissions
only if such transmissions include PDF or other facsimile transmissions clearly reproducing the
manual signature of an officer of each party who is authorized to execute an amendment of this
Agreement and specifically referencing this Section of this Agreement.
6.2 This Agreement and its Appendices constitute the entire agreement between the
parties relating to the subject matter hereof.
6.3 This Agreement will be governed by, and interpreted according to, Florida law
without regard to its conflict of law principles, except to the extent it may be preempted by
federal law.
6.4 Plan Sponsor acknowledges that neither AAG nor Great -West makes any
representation concerning the tax treatment regarding an election by a Plan Sponsor to pay (or
have the Plan or Participant pay) for Services.
6.5 AAG is not liable for any losses a Participant may incur if the value of his or her
account should decrease related to the Participant's use of any component of Services and /or
the Participant's investment decisions in following, or not following, any investment advice
produced through Services except as provided in Section 6.7.
6.6 Plan Sponsor or its designee, including any third parties retained by Plan
Sponsor, shall provide all data and information necessary for AAG's performance of the
Services in a manner and format acceptable to AAG. Plan Sponsor agrees that AAG shall be
entitled to fully rely upon the accuracy and completeness of data and information submitted by
the Plan Sponsor to AAG, and that AAG will have no duty or responsibility to verify such data or
information. AAG is not liable for any losses or claims to a Participant's account that are a
result of inaccurate data provided from the Plan Sponsor to AAG.
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6.7 Neither party shall be liable for any delay or failure to perform its obligations
(other than a failure to comply with payment obligations) hereunder if such delay or failure is
caused by an unforeseeable event beyond the reasonable control of a party, including without
limitation: act of God; fire; flood; earthquake; labor strike; sabotage; fiber cut; embargoes; power
failure, e.g., rolling blackouts, electrical surges or current fluctuations; lightning; supplier's
failures; act or omissions of telecommunications common carriers; material shortages or
unavailability or other delay in delivery; lack of or delay in transportation; government codes,
ordinances, laws, rules, regulations or restrictions; war or civil disorder, or act of terrorism.
6.8 Indemnity and Limitation of Liability
(a) AAG agrees to indemnify the Plan Sponsor and the Plan, hold each of
them harmless and defend each of them from any Liability (as defined below) directly
resulting from either the following: (i) any breach of fiduciary duty by AAG; (ii) AAG's
material nonperformance of its obligations under this Agreement or (iii) negligence or
willful misconduct by AAG or the IFE, to the extent that such Liability is not caused by
the Plan Sponsor's breach of this Agreement, or caused by or attributable to an act or
omission, negligence or willful misconduct of the Plan Sponsor or a Participant user.
(b) The Plan Sponsor agrees to indemnify AAG and its Representatives, hold
them harmless and defend them from any Liability directly resulting from either or both of
the following: (i) any breach of fiduciary duty by the Plan Sponsor; or (ii) the Plan
Sponsor's material performance or nonperformance of its obligations under this
Agreement.
For purposes of this Section 6.8, "Liability" means liability, damages, losses, and
expenses, including reasonable attorneys' fees.
Neither party will be responsible to the other party for any Liability attributable to an act
or omission of a Participant user, the other party, or a third party. NO PARTY WILL BE
LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR
PUNITIVE DAMAGES, EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY OR IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
Each party's indemnity extends to the other party's fiduciaries, agents, directors, officers,
trustees, custodians and employees. Either party's indemnity obligations will be reduced
to the extent that its ability to manage the claim is materially harmed by any failure of the
other to give prompt notice of the claim, complete information and reasonable assistance
to defend or settle the claim. The indemnity does not cover any Liability for which the
indemnified party actually receives reimbursement or indemnification from another
person, including under a liability insurance policy. Any finding that any aspect of this
indemnification provision is unenforceable by operation of law will not affect any other
portion of this provision.
6.9 Inspector General.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector
General has jurisdiction to investigate municipal matters, review and audit municipal contracts
and other transactions, and make reports and recommendations to municipal governing bodies
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based on such audits reviews or investigations. All
parties Join business with the Village of
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Tequesta shall fully cooperate with the inspector general in the exercise of the inspector
general's functions, authority and power. The inspector general has the power to take sworn
statements, require the production of records and to audit, monitor, investigate and inspect the
activities of the Village, as well as contractors and lobbyists of the Village in order to detect,
deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses.
6.10 If any provision of this Agreement is invalid or unenforceable, the remainder of
the Agreement will remain in effect.
6.11 Except as specifically provided herein, neither party may assign any of its rights
or obligations under this Agreement without the written consent of the other party, which will not
be unreasonably withheld or delayed. This Agreement will bind and inure to the benefit of the
parties as well as their permitted successors and assigns.
6.12 The failure of a party to enforce any provision or obligation of this Agreement will
not constitute a waiver of the provision or obligation or of any future obligation. A party's delay
or failure in performance resulting from causes or conditions beyond its reasonable control will
not constitute a breach or default.
6.13 Notices will be in writing and sent to the address specified in this Agreement or to
any new address the party has supplied.
6.14 This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original instrument, but all of which counterparts together shall constitute
one and the same instrument. Transmission by facsimile of an executed counterpart signature
page hereof by a party hereto shall constitute due execution and delivery of this Agreement by
such party.
6.15 AAG currently maintains an Errors and Omission Liability Insurance policy in the
amount of $5,000,000 in the aggregate.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date stated above.
The Village of Tequesta
By:
Print Name: Michael Couzzo
Title: Village Manager
Address: 345 Tequesta Drive
Tequesta, FL 33469
Advised Assets Group, LLC
By:
Print Name: David Musto
Title: President & Chief Executive Officer
Address: 8515 East Orchard Road, 10T2
Greenwood Village, CO 80111
(Fax) 303 - 737 -6544
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APPENDIX A — EMPOWER RETIREMENT ADVISORY SERVICES TERM SHEET
Plan Sponsor: The Village of Tequesta
Plan(s): Village of Tequesta, FL 457/401(a)
Initial Term: Three years from the Effective Date.
A. Participant Fees
Participant means an employee who is enrolled in and has established an account in the
Plan. Participants that enroll in any of the below services become actual users ( "Actual
Users ").
Online Investment Guidance — AAG's online investment uidance tool (the i
g oo ( e Gu dance
Service ") is geared toward Participants who wish to manage their own retirement
accounts. It is an online tool that provides personalized asset allocation assistance
without recommending any one specific fund. There is no fee for using Online
Investment Guidance.
Online Investment Advice — AAG's online investment advice service (the "Advice
Service ") is geared toward Participants who wish to manage their own retirement
accounts while taking advantage of on -line guidance and investment advice.
Participants are provided on -line guidance and investment advice for a personalized
recommended investment portfolio. This is an online tool that provides personalized
investment option specific recommendations based upon a participant's financial
situation. Each enrolled Participant receives a personalized investment portfolio that
reflects the Plan Core Investment Options and the Participant's retirement timeframe, life
stages, risk tolerance, and overall financial picture, including assets held outside the
Plan (if the Participant elects to provide this information), which may be taken into
consideration when determining the allocation of assets in the Participant's Plan account
(AAG does not provide advice for, recommend allocations of, or manage a Participant's
outside or non -Core Investment Option assets). Core Investment Options are those
investment options selected for use in the Plan by Plan Sponsor that provide investment
choice under the following asset categories: Fixed Income /Cash, Bond, Large Cap,
Small /Mid Cap, and International. Core Investment Options do not include any employer
stock alternatives or self- directed brokerage option alternatives. The Participant then
implements the recommended investment portfolio and manages his or her retirement
account on -line. The Advice service is a one -time event and the participant will monitor
his own account.
The fee for Online Investment Advice is $25.00 per year, or $6.25 per quarter. This fee
can be paid for by the Plan Sponsor or the Plan Participant. If it is paid for by the
Participant, the fee will be debited from the accounts of those Actual User accounts as of
the last calendar day of each quarter; however, if the Actual User cancels his or her
enrollment in Online Investment Advice, the fee will still be debited from the Actual
User's account. As well, if the Plan terminates its Service Agreement with Great -West,
the fee will be debited upon such termination. Enrollment in the Online Investment
Advice at any time during a quarter will result in the Actual User account being debited,
or the Plan Sponsor incurring the charge for the quarterly fee.
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Plan Sponsor agrees the Online Investment Advice fee will be paid for by a Plan
Participant, as described above, unless the following box is checked.
❑ Plan Sponsor Pay
Managed Account Service — AAG's discretionary managed accounts (Managed
Account ") is geared toward Participants who wish to have a qualified financial expert
select among the Plan's available Core Investment Options and manage their retirement
accounts for them. The Participant receives a personalized investment portfolio that
reflects the Plan Core Investment Options and the Participant's retirement timeframe, life
stages, risk tolerance and overall financial picture, including assets held outside the Plan
(if the Participant elects to provide this information), which may be taken into
consideration when determining the allocation of assets in the Participant's Plan account
(AAG does not provide advice for, recommend allocations of, or manage a Participant's
outside or non -Plan assets). Under Managed Account, AAG has discretionary authority
over allocating among the available Core Investment Options, without prior Participant
approval of each transaction.
Managed Account assets in the Plan's Core Investment Options will be automatically
monitored, rebalanced, and reallocated every quarter by AAG based on data resulting
from the methodologies and software employed by the IFE to respond to market
performance and to ensure optimal account performance over time. Participants will
receive an account update and forecast statement annually and can update personal
information at any time by calling AAG at the Plan's toll -free customer service number,
or visiting the Plan's web site.
The tiered pricing described in the table below applies to Managed Account Service.
Actual Users will be charged a quarterly fee based on their average assets under
management while participating in the Managed Account g p p g ge ccou t Service. The fee will generally
be debited from the Actual User's account as of the last calendar day of each quarter. If
the Actual User cancels participation in the Managed Account Service, the fee is
calculated through the date of cancellation based on their average assets under
management during the quarter for which the Actual User participated in the Managed
Account Service. As well, if the Plan terminates its Service Agreement with Great -West,
the fee will be debited upon such termination. The fee for an Actual User is depicted
below.
Participant Managed Account Annual
Account Fee
Balance
First $100,000 of account balance 0.50%
Next $150,000, up to $250,000 account balance 0.40%
Next $150,000, up to $400,000 account balance 0.30%
Amounts greater than $400,000 0.20%
For example, if an Actual User's account balance subject to Managed Account Service is
$50,000, the fee is 0.50% of the account balance. If the account balance subject to
Managed Account Service is $500,000, the first $100,000 will be subject to a fee of
0.50 %, the next $150,000 will be subject to a fee of 0.40 %, the next $150,000 will be
subject to a fee of 0.30 %, and amounts over $400,000 will be subject to a fee of 0.20 %.
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Plan Sponsor agrees the Managed Account Service fee will be paid for by a Plan
Participant, as described above, unless the following box is checked.
❑ Plan Sponsor Pay
AAG reserves the right to offer certain plan discounted fees or other promotional pricing.
Actual Users must allocate all of their account balance to the Managed Account Service.
Partial management of the account whereby Actual Users can invest in other Core
Investment Options while also participating in the Managed Account Service is not an
option. Once enrolled in the Managed Account Service, Actual Users will no longer be
able to make allocation changes to their accounts online, via paper, or through the
Plan's existing toll -free customer service number. In addition, Actual Users will not be
able to make fund -to -fund transfers, change fund allocations, or utilization of dollar cost
averaging and /or rebalancer. Actual Users may still request and be approved for loans,
take a distribution, and retain full inquiry access to their account. All of the
aforementioned functionality will be restored to the Actual User's account no later than
the next business day markets are open after they cancel their participation in the
Managed Account Service.
Actual Users may cancel their participation in Managed Account Service at any time by
completing the cancellation form available online through the Plan web site or by calling
AAG at the Plan's existing toll -free customer service number.
B. Communication and Ongoing Maintenance Fee Included. The
communication and ongoing maintenance fee includes monitoring the use of Services,
and integrating Services communications into the Plan's overall communications
campaign, including enrollment materials, forms, web site, and group meetings.
As part of a participant's enrollment in the Managed Account service, the participant will
receive the Managed Account Welcome Kit shortly after enrollment. The participant will
receive an Annual Kit shortly after their birthday. Each kit provides the participant an
update on their account and reaching their retirement goals. Standard materials may
include a discussion of Services in enrollment/education materials, on the web site,
and /or in personalized Participant materials. Additional or custom Participant
communications materials may be used by AAG and may be paid for by AAG, Great -
West or the Plan Sponsor. Such additional or custom communications may include
targeted marketing techniques based upon participant demographical and /or account
data (including but not limited to age, income, deferral rates, current investment
elections) to identify participants who may benefit from participation in the Managed
Account Service.
C. Addition of New Plans Tax - deferred plans not listed at the top of this Appendix
A that are added to Plan Sponsor's program after the Effective Date will not be included
in this Agreement, and will be subject to additional fees.
D. Services will have limited capabilities for purposes of enrollment, rebalancing or
reforecasting for approximately up to ten (10) business days following changes to the
investment option lineup. Other functionality will be available during this time. AAG and
the IFE need to conduct a new analysis of the available investment option array to
Plan Sponsor Initials: - -�
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i
accommodate these changes. This analysis will take approximately 10 business days,
during which time, the Online Investment Guidance, Online Investment Advice, and
Managed Account services will not be available for participant use. Once the analysis is
complete, the Online Investment Guidance, Online Investment Advice, and Managed
Account services will once again be available.
Plan Sponsor Initi
Village of Tequesta AAG Opt -In (0.50 %)_10.31.16
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