OneDigital - retirement Plan Investment Management Agreement - 06.01.2026 - SIGNED
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1 This Retirement Plan Investment Management Agreement (“Agreement”) is effective as of the date stated on the Clien t Information Form (“Effective Date”) by and between City of Smyrna (“Client”) and OneDigital Inv estment Advisors LLC (“OneDigital”), an SEC-r egistered investment ad visory firm. I. PROVISION OF SERVICES BY ONEDIGITAL: In exchange for its receipt of the compensation specified in Schedule B, OneDigital agrees to perform those services specifically selected on Schedule A (“the Services”) on behalf of each retirement plan(s) listed on the Client Information Form (collectively referred to as “the Plan”) pursuant to the terms and conditions set forth in this Agreement. II. T ERMS AND CONDITIONS 1. L imitations on Services Provided. Neither OneDigital nor any “person associated with” OneDigital, as that term is defined in Section 202(a)(17) of the Investment Advisers Act of 1940, shall: a. ha ve any responsibility under this Agreement to perform any duties beyond those necessary to provide the Services. b. ha ve the authority to take custody or possessi on of any of the Plan’s assets. c. act as or assume any duties as the Plan’s trustee or administrator, including without limitation , having final responsibility for making any decision regarding the Plan’s compliance wit h E RISA, any other applicable law, or the Plan’s governing documents. d. pr ovide any advice or exercise any authority over the decision to include any of Client’s capital stock as an investment option under Plan. e. pr ovide individualized investment advice to the Plan’s participants, unless specifically offered and agreed upon in a separate agreement with the participant. f. p rovide legal or tax advice to Client or the Plan. g. t ake any action or render any advice with respect to the voting of any proxies, unless otherwise required by law. 2. Cl ient understands the Plan and/or its participants are assuming the market risk involved in their investments and that: (i) investments fluctuate in value and may be greater or lesser than the original cost when sold; (ii) past investment performance does not guarantee any level of future investment performance; and (iii) OneDigital does not warrant or guarantee any level of performance by any of the investments offered under the Plan or that any investment strategy will be profitable over time. 3. C lient understands nothing in this Agreement shall be deemed to impose on OneDigital, its representatives, or its affiliates any obligation to provide the Services in the same manner or at the same time as they may provide similar services to any of their other clients. 4. C lient acknowledges it has made an independent determination the fees payable pursuant to this Agreement are reasonable and represents that, should any payment be made from the assets of a Plan governed by ERISA, Client has determined th e p ayment is not a settlor expense. 5. Cl ient’s Representations, Warranties and Disclosures. As a condition of OneDigital entering into this Agreement, Client hereby represents: a. C lient has the power and authority to enter int o a nd perform this Agreement, and there are no a uthorizations, permits, certifications, licenses, filings, registrations, approvals, or consents that must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. In addition, Client represents its engagement of OneDigital, as well as any instructions it provides to OneDigital regarding the Plan, are consistent with applicable plan and trust documents. b. Cl ient will provide OneDigital with copies of the Plan and the trust documents, including all amendments thereto, pursuant to which the Pla n a nd trust will be administered, as well as copies of any subsequent amendments or re statements of those documents. Client r epresents and warrants these documents meet the qualification requirements as a tax -exempt entity pursuant to the Internal Revenue Code and all regulations thereunder. c. A ll information provided to OneDigital to enable it to perform its services shall be true, correct, and complete in all material respects. Client agrees to promptly notify OneDigital in writing of any material change in the information provided to OneDigital and to promptly provide any suc h a dditional information as may be reasonably requested. 6. O neDigital’s Representations, Warranties and Disclosures. As a condition of Client entering into this Agreement, OneDigital hereby represents: a. O neDigital is properly registered or authorized to pr ovide the Services in Client ’s state of domicile and shall maintain such registration or authorization through the term of this Agreement.