(12)AR 020607 ICMA-RC457 Guided Pathways Package

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ICMA-RC WON PATHWAYSTM MANAUD A(CMTS SHVI%ES AMR# IMNT This Managed Accounts Services Agreement (".Agroement"), made as of the day of ,",(herein v&rued to as the "Inception Date"), between the «P1anSponsorh ("Employer"), a «Entity* oigattiaed andexisting under the laws ofthe'Staw of «IncState,, with an office at «Addressl», «City», «State» «Posta}Code» and International City County Management Association Retirement Corporation ("ICMA-RC"), a Delaware corporation, for the discretionary investment advisoryvervims program ("Managed Accounts") described in this Agreement to Participants in your employer-sponsoped recirementplan or plans ("Pian") RECITALS Employer acts as a public sponsor for a Plan with responsibility to obtain investment alternatives and services for employees participating in that Plan; ICMA-RC provides an array of services to public employers for the operation of employee retirement putts including, but not limited to, investment advisory services, communications concerning investment alternatives, account maintenance, account record-keeping, investment and tax reporting, transaction processing, benefit disbursement, and asset management. Managed Accounts is a new discretionary investment advisory service provided as part oflCMA-RC's'Guided Pathwayim program, a suite of investment services designed to assist Participants in reaching their retirement investing objectives. This Agreement adds Managed Accounts, a discretionary asset allocation investment advisory service, to Guidance and Advice, already offered by ICMA-RC and available to most Participants. These services, all of which are offered .through the Guided PathwaysTM platform, are intended to assist Participants in reaching their retirement investing objectives. ICMA-RC is an investment adviser registered as such with the U.S. Securities and Exchange' Commission ("SEC") under the Investment Advisers Act of 1940, as amended ("Advisers Act"). ICMA-RC Services, LLC (a wholly owned subsidiary of ICMA- RC) is registered as a broker-dealer with the SEC and is a member in good standing with NASO and the Securities Investor Protection Corporation ("SIPC"). AGREEMENTS 1. Investment Advisory Services Each Participant, beneficiary or alternate payee as permitted under the Plan (collectively, "Participants"), electing to have investment advisory services provided by ICMA-RC must agree to the Investment Advisory Agreement ("Participant Agreement"), which describes the features of Managed Accounts and Advice as well as the rights and responsibilities of the Participants under the program. Participants who are (1) subject to any imposed frequent trading restrictions or (2) have separated service and are withdrawing assets from their account(s) are not eligible to participate in Managed Accounts. By entering into this Agreement, you acknowledge and agree that you have received and reviewed this Agreement and the sample Participant Agreement, including the terms, conditions, and details of Managed Accounts described in those Agreements and that as Plan Fiduciary you authorize ICMA-RC to offer and make available Managed Accounts to Participants in each of your eligible ICMA-RC administered Plans (e.g., 457, 401, Payroll and Deemed IRAs). Vantagecare Retirement Health Savings Plans and Plans that do not meet core investment option asset category requirements (e.g., ICMA-RC's standard 457 PTS Plan) are not considered eligible plans. Monoged Accounts Managed Accounts is a discretionary asset allocation and management service designed for Participants who want to delegate their individual Plan investment decisions to a financial expert. Participants are charged an asset-based fee for Managed Accounts Service Agreement 9 KMA-RC