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Services of ProNvest
ProNvest, Inc. (‘ProNvest”) will provide the following services:
(A) ProNvest will purchase and sell assets for Your Account on the basis of the recommended asset allocation and fund selection without further notice to or approval by You. ProNvest will communicate (i) without change the Independent Adviser’s recommended asset allocation and fund selection to You and (ii) purchase and sell decisions to the Plan platform provider regarding specific securities for each asset class based on the recommended asset allocation and fund selection. You understand and acknowledge that the Independent Adviser may recommend and ProNvest may communicate investment advice to other clients that differs from the investment advice communicated to You.
(B) ProNvest will arrange for an unaffiliated investment adviser (“Independent Adviser”) registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”) to provide the investment advice described below with respect to the securities available for Your account (“Account”) under the retirement or deferred compensation program(“Plan”) for which the Plan sponsor has made this Agreement available. ProNvest may from time to time change the Independent Adviser without advance notification to or approval by You. The name of and information about the current Independent Adviser is available on the website maintained by ProNvest (“Retirement Portal”).
(C) ProNvest will compensate the Independent Adviser for its services under this Agreement; You will not be responsible to directly pay any fee to the Independent Adviser.
Services of the Independent Adviser
The Independent Adviser will make and, from time to time, update or rebalance a recommended asset allocation for Your Account, from among several model strategies developed and maintained by the Independent Adviser, based on personal and financial information You provide via a web-based retirement planner; except that the Independent Adviser will not provide advice about investment of your Account in any company stock investments made available under the Plan. Should you not complete the Retirement Planner within the next thirty (30) days, the Independent Adviser shall implement the following Alternatives (i) the Strategy Alternative recommended under the Retirement Planning Portal on the basis of Employee information made available to ProNvest from the records of the Retirement Plan, or, if such information is insufficient to formulate such a recommendation, (ii). You will be invested in a Moderate Strategy based upon your age. A portfolio description for the designated managed account describing the investment objectives, risk and return characteristics, and fees and expenses is available within the Retirement Portal.
Information Provided by You
You agree that all personal and financial information that You provide through the Retirement Portal is true and correct and may be relied upon by ProNvest and the Independent Adviser in providing services under this Agreement. You agree to promptly inform ProNvest of any material change in Your circumstances, or in any of the information You have previously provided ProNvest, that might affect the manner in which Your Account should be invested (including, but not limited to, changes to Your financial circumstances, investment objectives, or risk tolerance).
Power of Attorney
You agree and hereby instruct that purchase and sale decisions for the securities in which Your Account is invested will be communicated by ProNvest to the Plan platform provider based on the asset allocation recommended by the Independent Adviser, and effected on a discretionary basis without an obligation to first consult with or to notify You. You hereby appoint ProNvest as Your agent and attorney-in-fact with full power and authority to act for and on behalf of You to communicate purchase and sale decisions recommended by the Independent Adviser to the Plan platform provider, to be executed without seeking Your permission beforehand. No cash or securities or any property will be paid or delivered to ProNvest, except fees as hereafter provided. This power of attorney will continue until this Agreement is terminated as provided below or ProNvest has actual receipt of notice of Your death or judicially determined incompetence.
No Other Responsibilities
ProNvest and the Independent Adviser have no responsibility with respect to the Plan and Your Account other than those expressly stated in this Agreement, and in particular have no responsibility with respect to the selection of the securities made available by the Plan sponsor for investment by Your Account, or the voting of proxies for or determination on any other legal matter with respect to the securities in which Your Account is or was invested. Securities in Your Account will be held by the Plan trustee or custodian or, in the case of insurance contracts, the issuer of those contracts. The Plan platform provider will provide You with periodic statements that set forth the securities and cash positions in Your Account and the transactions in Your Account during the applicable period.
Acknowledgment of Costs and Risks
You acknowledge the investment approach, risk factors and fees and costs associated with the investment of the securities in Your Account. You acknowledge that the funds made available by the Plan sponsor for investment by Your Account and recommended by the Independent Adviser are not insured or guaranteed by the United States government or any agency thereof, or by any state or agency thereof, and may decline in value. Realizing that fluctuations occur in the prices of securities, You understand and agree that ProNvest, the Independent Adviser, and their directors, officers, stockholders, employees and agents will not be liable for any loss in market value of the securities in Your Account resulting from ProNvest’s or the Independent Adviser’s services hereunder, whether due to error of judgment or otherwise, except as provided under state and federal securities laws and regulations or the Employee Retirement Income Security Act of 1974 (“ERISA”), as applicable.
Withdrawals from Account
You understand and acknowledge that withdrawing amounts from the Plan may impair achievement of Your investment objectives. You will notify ProNvest of any withdrawals You make from Your Account. ProNvest and the Independent Adviser will have no duty, obligation or right to advise with respect to or inquire about any such withdrawals.
Legal Status
(A) ProNvest and the Independent Adviser each is an investment adviser registered with the Securities and Exchange Commission under the Advisers Act. To the extent the Plan is subject to ERISA or Section 4975 of the Internal Revenue Code: (i) ProNvest acknowledges that it is a fiduciary with respect to the appointment of the Independent Adviser under this Agreement; and(ii) The Independent Adviser acknowledges that it is a fiduciary with respect to the investment advice it provides under this Agreement.
(B) Recommendations will be implemented pursuant to advice provided by the Independent Adviser and not as a result of ProNvest’s exercise of discretionary authority, control or responsibility.
(C) You understand that the relationship between ProNvest and the Independent Adviser is that of independent contractors. The parties agree that the Independent Adviser is a third party beneficiary of this Agreement, and that Your agreements hereunder in respect of the Independent Adviser are binding on and legally enforceable by the Independent Adviser against You.
Fees
For its services under this Agreement, ProNvest will be paid an annual fee based on the schedule below.
ProNvest will charge this fee quarterly in advance based on the fair market value of the securities in Your Account on the last business day of the quarter. If this Agreement commences at any time other than at the beginning of a quarterly period, the initial quarterly fee will be prorated to the end of such first quarterly period. You will receive an invoice showing the calculation of the fee for each applicable period. You hereby authorize the Plan platform provider to deduct from Your Account the fee for each period as calculated by ProNvest and remit it to ProNvest. You acknowledge that You may be required to pay and/or Your Account may be charged other fees, such as brokerage and custodial fees, which are in addition to those charged under this Agreement. ProNvest will be responsible for compensating the Independent Adviser; You will not be required to pay any additional fees to the Independent Adviser.
Solicitor Disclosure
Under this agreement, VALIC Financial Advisors, Inc. (hereinafter, (“Solicitor”) will assume the role of a Solicitor on behalf of ProNvest and is required to make certain disclosures to you. Solicitor is an independent marketing agent of ProNvest. Pursuant to a written solicitor agreement, Solicitor has agreed to refer prospective clients (“Clients”) to ProNvest for managed account services (“Services”). Solicitor is not authorized to act on behalf of Adviser with any person or organization. Solicitor will receive from ProNvest a referral fee. The fee will be paid quarterly based on the value of the assets in Your account at calendar quarter end. The annual rate at which the referral fee is payable to the Solicitor is as follows:• 0.35% of the first $100,000 of assets in Your account;• 0.25% of the next $150,000 of assets in Your account; and• 0.20% of assets in excess of $250,000 in Your account. You acknowledges that 1) Solicitor is not acting in a fiduciary capacity in connection with this referral to ProNvest; 2) You are retaining the services of ProNvest; 3) ProNvest is providing investment advisory or management services to You; 4)You acknowledges that Solicitor is not providing investment advice;
Form ADV
You hereby acknowledge that Part II of ProNvest’s and the Independent Adviser’s Forms ADV have been furnished to You (A) in electronic format on the Retirement Portal or (B) if You do not have access to the Retirement Portal, in written form upon request.
Amendment and Termination
This Agreement sets forth the entire understanding of the parties hereto with respect to the services to be provided with respect to Your Account by ProNvest. Any and all previous agreements and understandings between the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. ProNvest may amend this Agreement on thirty (30) days advance notice to You. You may terminate this Agreement within sixty (60) days after entering into this Agreement, without the payment of any fees by You other than trading and administrative charges incurred, upon notice to ProNvest. This Agreement may be terminated by written request at any time by either party on five (5) business days advance notice to the other party. In the event this Agreement is terminated by either party after the initial sixty-day period and other than at the end of a quarterly period, the investment adviser fee will be collected based on the value of the securities in Your Account on the termination date and will be prorated based on the number of days from the beginning of the quarter through the termination date. Termination of the Agreement will not affect the validity of any action previously taken by either party under this Agreement or any liabilities or obligations incurred prior to termination, including Your obligation to pay fees and expenses incurred before termination.
Notices; Signatures
You will send notices to ProNvest through the Retirement Portal, provided, however, that if You do not have access to the Retirement Portal, You will send notices to ProNvest through such means as ProNvest approves from time to time. ProNvest will send notices to You by electronic means through the Retirement Portal or otherwise to Your most recent electronic address provided to ProNvest, or through first-class mail or nationally recognized overnight courier service to Your most recent mailing address provided to ProNvest. Notices by You through the Retirement Portal or by ProNvest through any of the specified means will be deemed given when transmitted or mailed, as applicable. Acknowledgement or acceptance by You through the Retirement Portal or other electronic means will be treated as a signature and legally binding.
Assignment
No assignment of this Agreement within the meaning of the Advisers Act will be made by either party without the prior consent of the other party.
Construction
This Agreement will be construed and interpreted in accordance with the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws. If any provision of this Agreement in any way contravenes any law, the parties agree to revise such provisions in such a manner as to meet the requirements of law and as nearly as possible to reflect the original intention of the parties.
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