Investment Advisory
Services Schedule
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This Services Schedule reflects the non-discretionary investment advisory services (“Investment Advisory Services”) that Jocelyn Investment Management, LLC (“Advisor”), an affiliate of Strongpoint, will perform. This Services Schedule applies only if you have elected to have these services provided for you. These Services are provided in a fiduciary capacity. All of the terms of the MSA are incorporated into this Services Schedule.
All fees for these services are reflected on the Service Order.
A. Additional Terms Applicable to the Provision of Investment Advisor Services.
Appointment. Advisor agrees that, to the extent it provides investment advice to the Plan as defined in Section 3(21)(A)(ii) of ERISA, it will be acting as a "fiduciary" under ERISA, with respect to the Investment Advisory Services. With respect to the Participant Education Services (defined below), Client acknowledges and agrees that Advisor will provide these non-fiduciary Services to assist Client, and Advisor will not act as a fiduciary to the Plan in providing such Services.
Basis of Advice. Client acknowledges and agrees that Advisor uses third party service providers and obtains information from a wide variety of both publicly available and certain private sources. The Investment Advisory Services provided by Advisor may be based, in whole or in part, upon its analysis of such information, and Client acknowledges, understands, and agrees that Advisor cannot and does not guarantee the accuracy or validity of the data upon which Advisor’s analysis, recommendations, or reviews are based. Client acknowledges that previous investment performance information is not indicative of future performance or results.
Service Limitations.
Client retains absolute discretion over the selection of trustees, other investment advisers, and other service providers to the Plan, and that Advisor will provide only those services to the Plan or to Client that are specifically enumerated on Section B of this Services Schedule, and will not provide, among other services, legal, tax, accounting, actuarial, or other professional services.
Client acknowledges and agrees that Advisor and its IAR’s Services are limited to non-discretionary recommendations, and that nothing in this Agreement requires Client to implement or follow any recommendation or investment advice provided by Advisor, and that the implementation of all (or any portion) of Advisor’s recommendations or investment advice is at the sole discretion of Client.
If the Client intends to offer a Qualified Default Investment Alternatives (“QDIA”) as part of the plan investment menu, the Client will be responsible for designating the QDIA and ensuring that it meets the criteria as established under ERISA for a QDIA.
Client understands and agrees that it will retain absolute discretion over, and responsibility for, investment and implementation decisions, specifically including the selection of investment managers, trustees, other investment advisers, as applicable, and are free to obtain legal, accounting, actuarial, consulting, advisory, and other professional services from any source. By engaging Advisor, Client acknowledges and agrees that: (i) Advisor does not have or exercise discretionary authority or control with respect to the Plan’s assets; and (ii) any recommendations provided by Advisor will be implemented only to the extent accepted and acted upon by Client, as applicable. Advisor shall cooperate with any investment manager, investment advisers, trustee, attorney, accountant, or broker-dealer chosen by Client, as applicable, relative to implementation of any recommendations.
Client acknowledges and agrees that the Investment Advisory Services do not include, and Advisor will not have responsibility to provide, and will not provide, any services related to the following types of assets: (i) employer securities; (ii) real estate (except for real estate funds and publicly traded real estate investment trusts); (iii) self-directed brokerage accounts or brokerage windows; (iv) in-plan annuity options; (v) non-publicly traded partnership interests; (vi) other non-publicly traded securities (other than collective trusts, unitized models and similar vehicles where performance and fee information is readily available through public sources); (vii) other hard-to-value securities or assets; and (viii) other non-standard investment options.
Client acknowledges and agrees that Advisor shall not have the responsibility to vote proxies and that the governing Plan documents provide that the Plan’s named fiduciary has reserved to itself (or to another fiduciary so authorized by the Plan’s governing documents) the right to direct the Plan trustee regarding the voting of proxies.
Client shall be responsible for directing the Plan’s recordkeeper, custodian and/or third-party administrator to act in accordance with this Agreement, including authorizing the Plan recordkeeper to debit and remit the payment of fees to Advisor, as applicable, and authorizing Advisor to obtain Plan data from the applicable Plan recordkeeper.
The Parties agree that Advisor assumes only the specific and limited fiduciary responsibility and liability attendant to the Investment Advisory Services as set forth in this Agreement and will not be considered a fiduciary of the Plan for any other purpose.
In performing the Investment Advisory Services, Advisor does not act as, nor has agreed to assume the duties of, a trustee or the “Plan Administrator,” as defined in section 3(16) of ERISA, of the Plan, and Advisor has no discretion to interpret the Plan’s governing documents, to determine eligibility or participation under the Plan, to provide participant disclosures or communications, or to take any other action with respect to the management, administration, or any other aspect of the Plan.
At no time shall Advisor have custody or physical control over the Plan’s assets. Service Provider will not act as custodian to hold the assets of the Plan.
Advisor may restrict the service providers with whom it may work in performance of the Investment Advisory Services.
Client understands and agrees that the Plan’s access to investment options is limited to only those investment options available through the Plan’s recordkeeping platform. Therefore, the universe of investment options available to Advisor is limited to those investment options available through the Plan’s recordkeeping platform.
Client acknowledges and agrees that Advisor has no responsibility to provide, and will not provide, any services not agreed upon and included in Section B. of this Services Schedule unless specifically agreed to in writing by Advisor.
Recommendations and Conflicts of Interest.
Client understands and agrees that Advisor and its affiliates have relationships with a significant number of market participants, institutions, and corporations, and provides, and will provide, services to its clients, which may include parties whose interests are not aligned with Client’s interests, or whose interests may even be adverse to Client’s interests. Advisor and its affiliates represent or have previously provided, may be currently providing, or may provide, other services to other companies or clients, including those that are similar to Client, from which conflicting interests or duties may arise. Advisor and its affiliates may perform such services without any duty to notify Client of any such engagement or to disclose to Client information that Advisor or its affiliates have obtained or may obtain about such companies or clients.
Nothing in this Services Schedule shall in any way: (i) restrict the right of Advisor and its affiliates to perform services for any other client, including services for other similar plans and plan sponsors; or (ii) impose on the Advisor or its affiliates, any obligation to recommend for purchase or sale by or for the Plan any security that the Advisor may recommend for another client. Client recognize that Advisors and its affiliates may give, recommend, or provide advice and take action in the performance of its duties to others which may differ from recommendations or advice provided, or in the timing and nature of action taken, with respect to the Plan or to Client. Advisor’s and its affiliates’ performance of services for any other client shall not, in and of itself, be deemed to violate or give rise to any duty of obligation to Client or the Plan. The Client is free to choose any broker, investment adviser, or agent to provide any services outside of Advisor’s provision of Investment Advisory Services to the Plan in accordance with this Services Schedule. In the course of conducting its outside business activities, Client understands that Advisor will not consider Client’s interests, and that, in providing services to its clients, Advisor may recommend activities that would compete with or otherwise adversely affect Client and the Investment Advisory Services provided under this Agreement.
ERISA. Advisor shall discharge its duties and obligations hereunder in accordance with the standard of care applicable under ERISA. If the Plan is not subject to Title I of ERISA, the Parties agree that, for all purposes under this Agreement, the applicable ERISA standard of care (including relevant governmental regulations and judicial precedent) shall be the sole governing standard of care applicable to Advisor with respect to the Investment Advisory Services notwithstanding any state law that may apply to the Plan. In accordance with Section 408(b)(2) of ERISA and regulations thereunder, Advisor acknowledges that it is a covered service provider (as the term is defined in such regulations). Advisor, through its IAR, reasonably expects to provide services pursuant to this Agreement directly to the Plan as an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Act”) or applicable state law.
Compliance with Laws. Advisor shall comply with the Act and regulations enacted thereunder, the Gramm-Leach Bliley Act and regulations enacted thereunder, and all other state and federal laws, rules, and regulations applicable to its duties and obligations under this Services Schedule.
Receipt of ADV Brochure, Brochure Supplement, Privacy Policy, and Agreement. As required by Rule 204-3 under the Act, Client acknowledges receipt of Advisor’s Form ADV Disclosure Brochure (Part 2A) and Brochure Supplement(s) (Part 2B(s)), Privacy Notice, and this Agreement (collectively, the “Disclosure Documents”). From time to time, additional disclosure documentation may be provided to Client as applicable. Client acknowledges that it has respectively received, reviewed, understood, and agreed to abide by the applicable terms set forth in the Disclosure Documents. Please refer to Advisor’s Form ADV for more information regarding Advisor’s business policies and personnel, including its relationships with affiliated entities.
Important Information About Procedures for Entering into a New Relationship. To assist the United States government in its efforts to fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account, or who has the ability to transact, control, influence or manage the account, whether directly or indirectly, or any person who receives Investment Advisory Services from Advisor. Client acknowledges that upon opening an account or prior to receiving Investment Advisory Services, Advisor will obtain certain information, which may include supporting documentation, on the Client that will allow Advisor, or its affiliate, to confirm their identity. Advisor will also obtain the trust’s legal name, address, entity identification number, identifying information for each trustee and all plan formation documentation, qualified trust formation documentation (if separate from Plan documentation) and potential identification documentation for trustees if they fail non-documentary verification. Advisor may also request and obtain copies of business licenses or other documents to evidence the existence and good standing of the entity. Client’s account may be restricted or closed, or Investment Advisory Services may not be rendered, if Advisor cannot obtain and verify this information. Advisor will not be responsible for any losses or damages (including, but not limited to, lost opportunities) that may result if Client’s account is restricted or closed, or Investment Advisory Services are not rendered due to inability to confirm its identity.
Assignment. Notwithstanding anything in the Agreement to the contrary, Advisor shall provide Client prior written notice (the “Notice Period”) of assignments of the Agreement involving Advisor including an effective date of such assignment. Continued acceptance of Investment Advisory Services under this Agreement and Service Schedule after the Notice Period shall be deemed consent, provided no written objection by Client is received prior to the end of the Notice Period. In addition, Advisor may assign its rights, responsibilities, and obligations to a parent (direct or indirect), subsidiary, or an affiliate thereof, without providing prior written notice. Successors of an entity may assume the obligations, rights or responsibilities under this Agreement without written consent of all Parties if there is no change in actual control or management of the entity and no material change in the ability to perform Investment Advisory Services contemplated under this Agreement.
B. Investment Advisory Services.
If this Service Schedule is elected by the Client, Advisor will provide the following Investment Advisory Services
Prepare Investment Policy Statement (IPS) for the Client’s adoption.
Review and monitor the menu of Plan investment options within the Plan in accordance with the IPS.
Provide recommendations to the Client or Plan investment committee (“Investment Committee”) regarding the investment options, including specific recommendations on fund selection, addition, or removal.
Prepare and provide a quarterly monitoring report on the Plan investment options to the Client or Investment Committee, including quarterly performance information and commentary on the Plan’s investment options compared to the applicable investment benchmarks.
As necessary, maintain a “Watch List” of the Plan investment options that continuously fail the IPS standards and require monitoring to determine if replacement is necessary.
As requested, meet with the Client or Investment Committee to discuss the Plan’s investment options.
Provide periodic investment education for Plan participants, including, but not limited to, enrollment inquiries and general distribution alternatives, including leaving assets in the plan (“Participant Education”). Notwithstanding anything in this Services Schedule to the contrary, Advisor is not a fiduciary to the extent that it provides Participant Education services. To the extent Participant Education may be considered to be investment advice under the terms of Act, it is agreed that:
The Participant Education service is intended to be “impersonal advisory services” as defined in Rule 204-3 promulgated under the Act;
Any oral presentations or written materials provided under the Participant Education service will relate to the Plan and Plan participation, but will not reference whether specific investments are appropriate to meet the investment needs for a particular participant or beneficiary; and
Any statistical information provided as part of the Participant Education service will contain no expression of opinion as to the investment merits of any particular security.