HomeMy WebLinkAbout2022-204RECORDKEEPING
SERVICE AGREEMENT
THIS RECORDKEEPING SERVICE AGREEMENT (the "Service Agreement"), effective
as of September 29, 2022 ("Effective Date") is entered into by and between LINCOLN
RETIREMENT SERVICES COMPANY, LLC ("LRSC") and Indian River County BOCC
(the "Employer") (each a "Party").
WHEREAS, LRSC will provide plan -participant -level record keeping to tax -qualified
retirement plans governed by Internal Revenue Code (the "Code") Sections 401(a) and
401(k), retirement plans governed by Code Section 403(b), and deferred compensation
plans governed by Code Sections 457 and 409A as part of the services provided by LRSC
and its affiliates (hereinafter referred to collectively as "Lincoln" where the context permits)
(collective services referred to as the "Program") through which investments in shares of
registered investment companies (i.e. mutual funds), other appropriate securities, stable
value fund and/or group annuities issued by The Lincoln National Life Insurance
Company, and, in New York, Lincoln Life and Annuity Company of New York, and their
applicable affiliates (collectively referred hereinafter as "Investments") shall be made
available to plan participants or their beneficiaries (in the aggregate "Plan participants").
WHEREAS, Employer is the plan sponsor of the Indian River County BOCC Deferred
Compensation Plan for Public Employees 457 Governmental Plan and Trust (hereinafter
individually or collectively the "Plan"), a retirement plan governed by Code Section 457(b),
and desires to fund future contributions to the Plan exclusively through the Program until
such time as this Service Agreement may be terminated in accordance with the terms
hereof;
WHEREAS, Employer has determined, in its sole and exclusive discretion, that the Plan
is not subject to the governance of Title I of ERISA since the Plan falls within the scope of
the exclusion in ERISA Section 4(b)(1) for a government plan, and has delegated certain
non -fiduciary administrative tasks and responsibilities to certain parties under this Service
Agreement.
NOW THEREFORE, in consideration of the foregoing recitals reincorporated as part of
the text hereof, mutual promises hereinafter contained, the value of which is hereby
affirmed, LRSC and Employer agree as follows:
ARTICLE 1
RECORDKEEPING SERVICES &
INVESTMENT OPTION SELECTION
1.1 Recordkeeping Services. LRSC will provide Program recordkeeping services (the
"Recordkeeping Services"), as described in this Service Agreement and in the Program
administration manual (the "Manual"), which is incorporated into this Service Agreement
by reference, as more fully described below. Recordkeeping Services shall be deemed to
mean defined contribution retirement plan record keeping services kept at a Plan
participant account level. Employer will provide Lincoln with data, information, plan
documents and other information and assistance reasonably needed by Lincoln to perform
the Recordkeeping Services. Except to the extent prohibited by law Employer will be
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responsible for any and all Losses, as defined in Section 3.1 below, which result from its
or the Plans' failure to provide such information in a timely manner.
1.2 Eligible Employer and Selection of the Program. The Employer has determined
that the Plan is to be funded through the Program, and the Employer certifies that it is
eligible under the applicable sections of the Code to sponsor the Plan.
Employer instructs Lincoln to comply with all applicable distribution restrictions provided
in the Code. The Employer has determined, in its sole and exclusive discretion that the
Plan is not subject to the governance of Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), and falls within the scope of an applicable
exclusion from coverage under ERISA.
Employer agrees that it will enter into an agreement with Lincoln Financial Group Trust
Company, Inc. (hereinafter referred to as "LFGTC") for it to act as trustee for the Plan and
for LFGTC to maintain records on a plan -level basis. Employer agrees to pay for the
services provided by LFGTC, and instructs LRSC to pay LFGTC for such services. The
fee stated in Section 2.1 includes LFGTC's fee, and LRSC serves only as paying agent in
administering any payment to LFGTC. Employer further agrees that it will enter into
agreements for certain Investments with investment providers or service providers
requiring an agreement directly with the Plan, such as a group fixed annuity (including any
group fixed annuity provided by a Lincoln affiliate), stable value fund, a collective
investment trust, a self-directed brokerage account or other Investment or service.
Employer authorizes LRSC to provide a copy of this Service Agreement to LFGTC.
Employer agrees that LRSC's performance under this Service Agreement is contingent
upon Employer successfully entering into and maintaining the agreements described in
this Section 1.2.
1.3 Investments Selected.
a. Investments. By execution of this Service Agreement, Employer certifies that
it has selected the investment line-up for the funding of the Plan as listed in
Exhibit A. Such Investments shall be made available as investment options to
the Plan participants.
LRSC and/or its affiliated broker/dealer ("Affiliate Broker/Dealer") has entered
or will enter into agreements with various mutual fund families and other
issuers of appropriate Investments that make up the lineup. Investments may
pay LRSC, Affiliate Broker/Dealer, or their affiliates various fees, as more fully
disclosed in Exhibit A hereto, for various services provided. Any change in
Investments and the fees paid therefrom will be reflected annually by LRSC in
an updated Exhibit A, which will replace the previous Exhibit A and/or Exhibit
B without the need to further amend this Service Agreement. An updated
Exhibit A shall be provided during the annual plan review or by delivery via U.S.
Mail to the Employer at the address provided in Section 4.5 or via email to an
email address provided by Employer.
b. Lincoln Not Obligated for Investments. The Parties and the Plan expressly
agree that Lincoln is not acting as a fiduciary, as defined under ERISA or other
applicable law, to the Plan in the selection of the Investments or accounts made
available through the Program; that Lincoln has no duty to monitor the
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performance or operation of such Investments or accounts, but will provide
Employer with quarterly performance reports prepared by a third party for such
Investments; and that Lincoln may enter or terminate its agreements with such
Investments without regard to the effect upon the Plan or Plan participants.
LRSC will provide Employer with notice as soon as practicable of any change
in the availability of an Investment selected by the Employer, and Employer will
provide instructions to LRSC in response to these changes within a reasonable
amount of time to adjust to the deletion of a particular Investment from the
Program. Regarding any change of an Investment by an Investment or
Investment's service providers (such as fund mergers, terminations, closures,
etc.), LRSC shall provide reasonable notice to Employer of such changes once
LRSC receives actual notice from the Investment. LRSC shall have no
obligation to ensure it receives notice from an Investment and shall have no
liability for an Investment or Investment's service providers failing to provide
notice to Lincoln of such changes.
1.4 Reserved.
1.5 LRSC's Duties. In providing the services as part of the Program, LRSC is acting
as an independent contractor engaged by the Employer. LRSC is not responsible for
determining whether a particular Plan or Investment is appropriate for the Employer, the
Plan, or any Plan participant and does not guarantee the performance of any investment
option, unless such a guarantee is provided in a group annuity contract between Employer
and a Lincoln affiliate. In performing the services listed in this Service Agreement,
including the Manual, LRSC does not act as the plan administrator or a fiduciary to the
Plan, and LRSC may reasonably rely, without making its own investigation, on any
information received from the Employer, the Plan or any official, employee or agent of the
Employer or Plan. LRSC will perform ministerial services with respect to the Plan,
including facilitating participant transactions, at the direction of the Employer and as set
forth in the Manual.
1.6 Payment for Services Employer agrees that the Plan will pay for all services it
requests as set forth in this Service Agreement and/or in the Manual.
1.7 Acceptance of Enrollment Material, Forms, Website and Manual. Employer
accepts the content and format of all enrollment materials, administrative forms, and
website and any voice response system developed by LRSC with respect to Employer's
Program, including all material and forms provided to Employer's employees. Employer
warrants that all such material correctly reflects the appropriate administration of the Plan.
LRSC will provide Employer enrollment material for, and Employer will distribute that
material to, each eligible Plan participant.
Employer also accepts the content and format of the Manual. The Manual describes the
policies, procedures and operational matters for the Recordkeeping Services. The terms
of the Manual may be modified from time to time by LRSC without the need to further
amend this Service Agreement. Any changes in the Manual will be effective 30 days after
receipt by the Employer, unless an earlier date is agreed to by the Parties, or unless the
Employer provides LRSC within that 30 -day period a written objection to specific changes
in the Manual. If the Employer raises objections as described above, LRSC and the
Employer will consult with each other in an attempt to resolve the Employer's objections.
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1.8 Participants' Instructions. Employer instructs LRSC to follow any instructions by
Plan participants regarding their Investments or transactions in the manner and under the
conditions set forth in this Service Agreement, including, without limitation, the provisions
of the Manual. Any applicable transaction fee will be set forth in Exhibit C.
1.9 Reserved.
1.10 Plan Documents. LRSC has provided the plan documents pursuant to which the
Plan will be administered. Employer acknowledges that its counsel has had an opportunity
to review such documents. LRSC acknowledges that it bears responsibility for updating
and amending such plan documents from time to time to the extent necessary to reflect
changes in law that affect the formal compliance status of such documents. Employer
acknowledges that LRSC shall not bear responsibility for updating or amending such
documents to reflect changes in the design or features of the Plan made by Employer
unless and until the Employer has requested any such changes in writing.
1.11 Reserved.
1.12 Representations and Warranties. LRSC and Employer represent and warrant to
each other, upon execution and while this Service Agreement is in effect as follows:
a. It is not bound by any agreement or arrangement or law or regulation which
would preclude it from entering into, or from fully performing the services or
obligations required under this Service Agreement; and
b. Its license or certification in any jurisdiction has never been denied,
suspended, revoked, terminated, voluntarily relinquished under threat of
disciplinary action, or restricted in any way.
1.13 Confidentiality. Each Party recognizes and acknowledges that, by virtue of entering
into this Service Agreement, it may have access to certain information of the other Party
that is confidential or proprietary and constitutes valuable, special and unique property of
that Party ("Confidential Information"). Each Party agrees that it will not at any time, either
during or subsequent to the term of this Service Agreement, disclose to others, use, copy
or permit to be copied, any Confidential Information, without the other Party's express prior
written consent, except pursuant to LRSC's duties hereunder and or as required by
applicable law.
Notwithstanding the foregoing and except to the extent that it constitutes personally
identifiable information within the meaning of applicable privacy laws, "Confidential
Information" shall not include any information that: (a) is or becomes generally available
to the public, other than as a result of a breach of this Service Agreement; (b) is lawfully
obtained from a third party with the right to disclose such information; or (c) is
independently developed by a Party without use of the other Party's Confidential
Information.
Employer expressly consents to the disclosure of its Confidential Information to its Plan
consultant; financial professional (including a registered investment advisor ("RIA")); third
party administrator ("TPA"); payroll provider; accountant; broker/dealer as defined herein;
any other third party who provides benchmarking analysis or analytics regarding the Plan
or Plan participants; and any other third party; and in all cases, such persons shall have
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been identified by Employer to LRSC and for which the Employer shall have authorized
LRSC to provide access for administrative purposes (collectively the "Authorized Financial
Professionals"). If the Plan has a TPA, as identified in this Service Agreement, then
Employer further expressly consents to the disclosure of otherwise confidential and
proprietary information to said TPA.
Except for disclosure by a Party to its legal counsel, accountant or Authorized Financial
Professional neither Party will disclose the terms of this Service Agreement to any person
who is not a Party, unless disclosure is required by law or otherwise authorized by this
Service Agreement or with the consent of the non -disclosing Party. Unauthorized
disclosure of the terms of this Service Agreement will be a material breach of this Service
Agreement and will provide the non -breaching Party the option of pursuing remedies for
breach and/or immediate termination of this Service Agreement. The provisions of this
Section 1.13 will survive the expiration or other termination of this Service Agreement,
regardless of the cause of such termination.
Employer instructs Lincoln to provide Plan and Plan participant information to the
Authorized Financial Professionals. Employer represents and warrants that it has
conducted due diligence on the Authorized Financial Professionals regarding their data
security system to protect Plan participant data, including but not limited to name, address,
social security number, employment status, marital status, investment allocation and
account balance. Lincoln shall not be liable for any data breach or intrusion caused by the
Authorized Financial Professionals in any way, and except to the extent prohibited by law
Employer shall hold harmless and indemnify Lincoln pursuant to Section 3.1 under this
Agreement regarding such breach.
(a) Information Security.
(1) Protection of Employer's Confidential Information. Lincoln shall establish and
maintain a comprehensive written information security program that includes
appropriate administrative, technical, physical, organizational and operational
safeguards and other security measures reasonably designed to: (i) ensure the
security and integrity of Confidential Information; (ii) protect against any
anticipated or reasonably likely threats or hazards to the security or integrity of
Confidential Information; and (iii) prevent against any actual or suspected
unauthorized access to or, acquisition of Confidential Information. Such
measures shall include, without limitation, establishing and maintaining network
and internet security procedures, protocols, security gateways and firewalls with
respect to such Confidential Information.
Lincoln shall take all reasonable measures designed to: (i) secure and defend all
Lincoln locations, equipment, systems and other materials and facilities against
"hackers" and others who may seek, without authorization, to disrupt, damage,
modify, access or otherwise use Lincoln systems or the information found therein;
(ii) prevent Employer from having access to the data of other customers; (iii)
prevent Employer's Confidential Information from being commingled with or
contaminated by the data of other Lincoln customers; and (iv) prevent
unauthorized access to any Employer's Confidential Information; and (v)
continuously monitor its systems for potential areas where security could be
breached.
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(2) Security Breach and Notice. Lincoln will promptly notify Employer after Lincoln
has confirmed an incident involving the unauthorized access to or acquisition of
any Employer Confidential Information ("Security Breach"). Lincoln shall: (i)
commence all reasonable efforts to investigate the Security Breach, mitigate and
correct its causes, and remediate its results; and (ii) provide to Employer written
notice thereof. Thereafter, Lincoln shall, and shall cause any third parties acting
on Lincoln's behalf, that are in possession or control of any affected Confidential
Information, to use commercially reasonable efforts to prevent a recurrence of
any Security Breach and cooperate with any similar efforts Employer or its
affiliates may undertake. Lincoln will reasonably consult with Employer, in order
to provide advance notice and review regarding any communication or notice
Lincoln determines necessary with any third party, including but not limited to the
media, consumers and affected individuals regarding any Security Breach without
the express written consent of Employer, provided such consultation not be
unreasonably withheld. Lincoln's notification of or response to the Security Breach
under this Section will not be construed as an acknowledgement by Lincoln of any
fault or liability with respect to the Security Breach. Lincoln will provide a credit
monitoring service to any impacted consumers as required by applicable federal
and state privacy laws.
(3) Audit Review. Employer, or an independent third party selected by Employer,
may perform security assessments, via questionnaire, of Lincoln's compliance
with the terms in this section regarding securing Employer Confidential
Information up to once per year; provided, however, that the security
assessments will not apply to any Lincoln affiliates, subsidiaries, and parents or
discrete business units of Lincoln that do not receive Employer Confidential
Information. Employer may not apportion its security assessments with respect
to different subject matters into separate security assessments; however, if
Employer has shown good cause for concern regarding the sufficiency of
Lincoln's information security program, Employer shall have the right to an
additional security assessment to address such concern. If Employer selects a
third party to conduct the security assessment, the third party must be agreed to
by Employer and Lincoln and must execute a written confidentiality agreement
acceptable to Lincoln before conducting such security assessment.
The security assessment must be conducted during regular business hours,
subject to Lincoln policies, and may not unreasonably interfere with Lincoln
activities. Lincoln will reasonably cooperate with Employer on any assessment
that Employer conducts in accordance with the provisions of this section. Lincoln
is not and will not be obligated to provide to Employer or any independent third
party any access or information that Lincoln determines, in its sole discretion, to
present undue risk to the confidentiality, integrity, or availability of Lincoln's data,
information systems, facilities, or other resources belonging to Lincoln or which
Lincoln is otherwise obligated to protect.
Employer will provide Lincoln any security assessment reports generated in
connection with any security assessment under this section, unless prohibited
by law. Employer may use the security assessments only for the purposes of
meeting its regulatory audit requirements or confirming compliance with the
requirements of this section. The information security assessments are
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Confidential Information of the parties under the terms of this Service Agreement.
Any information security assessments are at Employer's expense.
(b) LRSC Insurance. LRSC will maintain insurance coverage consisting of worker's
compensation insurance with statutory limits; commercial general-liability with at least
$1,000,000.00 in limits; professional liability insurance with at least $5,000,000.00 in limits;
and cyber liability insurance with at least $5,000,000.00 in limits. LRSC shall maintain
this insurance, at its own expense, in force and effect throughout the term of this Service
Agreement. LRSC shall provide proof of insurance to the Plan Sponsor upon request.
1.14 Reserved.
1.15 Participant Services — Education. Employer authorizes LRSC to provide
communications and education to Plan participants and employees of Employer regarding
the Plan and their plan accounts, including but not limited to communications about the
benefits of participating in the Plan and educational information to assist participants with
their accounts. LRSC may also communicate or provide education to participants
concerning available distribution options including, but not limited to, the options of staying
in the Plan, rolling over to a new plan, rolling over to an individual retirement account or
annuity (IRA) and taking a lump sum distribution. Employer acknowledges and agrees that
any information relating to investments will be limited to non-fiduciary "investment
education" as such term is described in guidance issued by the Employee Benefits
Security Administration.
In order to provide the education services outlined above, LRSC will provide a total of ten
(10) days of Retirement Consultant services annually to be shared in a mutually agreed
manner across the applicable Indian River county entities. The fee stated in Section 2.1
includes the fee for such consulting services. Any additional days requested, will be at
the rate of $750.00 per day.
Employer agrees, notwithstanding Section 1.13, that LRSC may use Plan participant
information for the limited purpose of providing services under this Section 1.15.
1.16 Morningstar Services. Morningstar Investment Management, LLC ("Morningstar")
makes available advisory services as part of the Program as described below. Morningstar
is a registered investment adviser and wholly owned subsidiary of Morningstar, Inc.
Morningstar and Lincoln are not affiliated. Morningstar acts as a fiduciary when providing
Advisory Services to Plan participants. Lincoln provides ministerial services to administer
Morningstar's services, but at no time provides advice or takes discretion of Plan assets
or Plan participant accounts.
Managed by Morningstar. "Managed by Morningstar" is a discretionary managed account
service, an optional service made available to the Plan participants. Employer has decided
to make Managed by Morningstar available to Plan participants. Plan participants who
choose Managed by Morningstar shall execute a separate binding agreement with
Morningstar and shall pay an additional fee for such service as provided below. The
charges paid by Employer to Lincoln and Morningstar shall not be affected as a result of
Plan participants utilizing the Managed by Morningstar service.
Plan participants who choose the Managed by Morningstar service will be deemed to
delegate the responsibility for managing their retirement plan account to Morningstar for
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an additional annual management fee equivalent to 45 basis points (.45%) of the assets
under management in their accounts ("Morningstar Fee"). This fee is divided between
Morningstar and LRSC, as follows: Morningstar receives 25 basis points (.25%) for
providing its investment advisory and account management services, while LRSC
receives 20 basis points (.20%) to administer the Morningstar program. LRSC's 20 basis
points administrative fee is in no way related to the services provided by Morningstar. The
basis point fee is debited, pro -rata, from the Plan participants' accounts and will be
disclosed to the Plan participants on their quarterly participant statement. Employer
hereby directs LRSC to direct LFGTC to pay such fee, directs LRSC to reduce the
appropriate participants' accounts to reflect the payment of such fee, and directs LRSC to
forward Morningstar's investment advisory fee of 25 basis points (.25%) to Morningstar.
1.17 Participant -level Communications. Employer consents to the delivery by electronic
means of all participant communications, disclosures etc., required by applicable law and
delivered by LRSC on behalf of the Employer, including those communications required
by ERISA or the Internal Revenue Code, as applicable, in a manner compliant with
applicable laws or regulations relating to electronic delivery. Employer agrees to furnish
LRSC with current email addresses for all active and eligible participants, and update such
addresses as necessary and furnish updated addresses to LRSC.
1.18 Enrollment Services. LRSC will provide enrollment services for Plan participants
to enroll into the Plan, including but not limited to providing paper enrollment forms to Plan
participants or providing web access to Plan participants to enroll online. LRSC will not
provide investment advice as part of its enrollment services. Employer, at its discretion,
may allow for persons unaffiliated with Lincoln to provide enrollment services, provided
that such unaffiliated persons or their employer have entered into an agreement with
Employer to provide such enrollment services.
1.19 Record Retention. LRSC will maintain documents on matters for which disclosure
is required by law for not less than six years after the date such documents should have
been filed.
1.20 Mapped Plans. If applicable, Employer agrees to provide Lincoln with
documentation of the amount of account values that will be transferred from another
vendor and deposited with Lincoln.
1.21 Lincoln Wellness Path Services. Lincoln makes available the Lincoln
WellnessPATHO Financial Wellness service ("Wellness Path") as a licensee of the
Questis consumer -facing Financial Wellness platform, as part of the Program as described
below. Questis and Lincoln are not affiliated. Neither Questis nor Lincoln act as a fiduciary
when providing the Wellness Path Services to Plan participants.
Wellness Path is an online financial wellness service made available to Plan participants
through the Program at no additional cost to the Employer or Plan participants.
Employer is responsible for login credentials under its control. Employer will use
reasonable measures to ensure that login credentials are used only by individuals
authorized to use those credentials and use the web based software application initially
made available at https:Hgo.myauestis.com/ together with its documentation, associated
offline components and related coaching services to which they relate. Employer will use
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Wellness Path only in the manner in which it has been authorized to use it in this
Agreement.
Employer will notify Lincoln if any authorized individual ceases to be authorized or if
Employer becomes aware of any unauthorized access or use by Employer Personnel.
Employer warrants that it is the responsible and authorized fiduciary for the above-named
Plan for purposes of making Wellness Path available within its Plan. Employer
acknowledges that use of the Wellness Path does not guarantee success or a particular
outcome.
Plan participants will have to execute the End User Agreement in order to access Wellness
Path.
Notwithstanding anything in this Agreement, to the contrary, as a result of providing
Wellness Path, and subject to Plan participant consent or a participant's decision to
otherwise share their data, in the tool or with the Plan's broker of record, investment
advisor or other authorized financial professional ("Financial Professional"), Lincoln and/or
its personnel or the Financial Professional authorized on the Plan, may utilize plan and
participant information, including Employee and Plan content or data collected from the
Employer and/or Plan participants, to provide the Wellness Path service and for purposes
of identifying and making available to the Employer or Plan participants certain
investment- and insurance related products and/or services that may be helpful to Plan
participants outside of the Plan ("Ancillary Products/Services"). Such Ancillary
Products/Services may relate to the reinvestment of the proceeds of a distribution from
Employer's Plan.
Furthermore, subject to Plan participant consent obtained in the End User Agreement, or
otherwise, notwithstanding anything in this Agreement to the contrary, Employer agrees
that data derived by Lincoln or Questis from the offering of Wellness Path may be used
for the purposes of analysis, including, without limitation, statistical analysis, trend
analysis, creation of data models, and creation of statistical rules. The results of such
analysis ("De -identified Data") may be used by Lincoln or Questis for internal business
purpose, including, without limitation, determining future hardware and communications
needs for Questis' systems and determining trends associated with use, operation, and
efficacy of Wellness Path. Notwithstanding anything contained in this Agreement, Re-
identified Data shall not contain any information that identifies or can be reasonably used
to identify an individual person or their financial data.
ARTICLE 2
FEES AND EXPENSES
2.1 Fees. Fees for the Recordkeeping Services shall be as set forth in Exhibit C
attached hereto. Upon expiration of the Fee Commitment Period, as defined in Section
2.4, LRSC may update the fees set forth in Exhibit C by amending Exhibit C as set forth
in Section 4.13.
Employer agrees that its agreements with LFGTC will provide for the payment of such
fees from Plan assets. In the event Employer terminates this Service Agreement on a
non -quarter end date, the fees will be prorated and assessed on the date the assets are
distributed from the Program.
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In addition to the fees noted above, Plan agrees to pay any increased costs of time and
material if Lincoln is required to perform additional services or to meet accelerated or other
Employer or Plan deadlines outside the ordinary course of services set forth in this Service
Agreement. In addition, Plan agrees to pay Lincoln's increased cost for reprocessing due
to errors by Employer or the Plan. In addition, Plan agrees to pay LRSC's actual unusual
and extraordinary expenses not included in the fees described above, provided that
Lincoln receives Employer's approval before such expense is incurred.
In the event that the Investments selected by the Employer to fund its Plan impose a sales
load due to the failure of a sufficient dollar amount being invested within a particular
Investment within a specified amount of time as agreed to by Lincoln and the issuer of
such Investment, the Parties agree that such sales load amounts will be paid by Plan.
Employer has reviewed those Investments' prospectuses and additional information to the
extent the Employer deems necessary, including provisions in information describing fees
and charges that may be imposed if the Employer removes an Investment from the lineup
or terminates this Service Agreement or if Plan participants engage in trading in an
Investment subject to certain trade limitations (e.g. redemption fees).
2.2 Compensation. Employer directs LRSC to direct the appropriate Lincoln affiliate
to pay compensation set forth in Exhibit C to the broker dealer identified in Exhibit C.
2.3 Payment of Plan Expenses. The Plan permits the payment of administrative
expenses and other legitimate expenses approved by the Plan from the respective Plan's
assets. It is the Employer's obligation to determine whether a particular expense may be
paid with Plan assets. The Employer specifically directs LRSC to direct LFGTC to pay the
Plan expenses as set forth in this Service Agreement and to make such payments from
the Plan only in such amounts and to such persons as specifically directed by the
Employer. LRSC will rely on such instructions and makes no representation regarding the
legality or appropriateness of the payments. Employer must notify LRSC of any change in
the payment amounts or the payee of such amounts. Employer directs that all such
expenses charged to the Plan are to be assessed against all the Plan participants'
accounts on a prorated basis, except if the Employer specifically identifies an account(s)
against which such charges will be made (a "Plan Expense Account" — see below). If there
are insufficient assets to cover applicable fees, LRSC will submit a bill to the Plan for the
amount owed by the Plan. LRSC is, hereby authorized to direct LFGTC to liquidate any
assets of the Plan as is necessary to cover such expenses.
a. Establishment of Plan Expense Account. Pursuant to the terms of this Service
Agreement, Employer establishes a Plan Expense Account for the Plan. The
amounts deposited in the Plan Expense Account may include (1) fees received
by LRSC from certain eligible Investments that exceed the LRSC fees set forth
in Section 2.1, and (2) other amounts directed by Employer under this Service
Agreement.
In situations in which the Employer directs LRSC to include the fee for a
specified Plan expense in the price charged for establishing the Program,
LRSC may deposit amounts to a Plan Expense Account at LFGTC to pay these
Plan expenses or for such purposes as determined by the Employer. LFGTC
will pay such fees to the appropriate provider as directed by the Employer. To
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the extent there are insufficient assets in the Plan Expense Account to cover
applicable expenses, LRSC will submit a bill to the Plan for the amount owed
by the Plan which shall be due within thirty (30) days after the invoice is
received. Employer may pay the invoice or instruct LRSC to deduct charges
pro rata from participant accounts calculated as a per head or asset-based fee.
b. Funding of Plan Expense Account. Employer instructs LRSC to instruct
LFGTC to fund the Plan Expense Account as set forth in Exhibit C.
c. Payments from Plan Expense Account. Employer instructs LRSC to instruct
LFGTC to pay the Plan expenses set forth in Exhibit C.
The Parties hereto acknowledge and agree that LRSC will utilize the resources of Lincoln
affiliates in order to calculate the fees payable pursuant to this Service Agreement.
2.4 Fee Commitment. Fees described in this Service Agreement will remain
unchanged for the fee commitment period described in Exhibit C ("Fee Commitment
Period"), unless (a) there are changes in the Program such that significant numbers of
participants or amounts of balances are different or changed from the current structure,
including the failure of participants to rollover or map into the Program as projected, (b)
changes in the law cause significant changes to the Plan or the ability of LRSC to provide
Recordkeeping Services, (c) the Plan is significantly changed by the Employer, including,
but not limited to, any change in the Investments listed in Exhibit A, or (d) other changes
to the Plan that may affect the pricing of the Plan. In the event any of these changes occur,
LRSC may provide notice that the fee commitment provided herein has been revoked and
may update the fee by amending Exhibit C as set forth in Section 4.13. Plan agrees to
pay any actual incremental expenses that Lincoln incurs on behalf of the Plan or the
Employer.
2.5 Transaction Fees. Employer directs LRSC to assess applicable fees set forth in
Exhibit C.
ARTICLE 3
LIMITATION OF LIABILITY
3.1 In addition to any other remedies at law or in equity available to LRSC for breach
of this Service Agreement by Employer, Employer will, except to the extent prohibited by
applicable law, indemnify Lincoln, its officers, employees and agents from and against any
and all damages, losses, costs, judgments, fines and expenses (including attorneys' fees
and disbursements) of any kind or nature (hereinafter in the aggregate the "Losses")
imposed on or incurred by Lincoln, its officers, employees and agents by reason of its or
their participation in this Service Agreement, including any Losses arising out of any
threatened, pending, or completed claim, action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, to the extent such Losses are the result of
Employer or Plan's intentional wrongdoing or its negligent actions or omissions.
As a condition of indemnification, (i) LRSC shall give Employer timely notice in writing of
any potential Losses promptly after LRSC becomes aware of them; (ii) Employer shall at
its option have sole control of the defense of such Losses; and (iii) LRSC shall cooperate
with Employer in the defense of such Losses. Employer shall not be responsible for the
Indian River County BOCC 457(b) INDR-001
1423269 Page 11 of 20
settlement of any claim, demand or lawsuit related to the Losses without Employer's
written consent.
3.2 In addition to any other remedies at law or in equity available to the Employer for
breach of this Service Agreement by LRSC, LRSC will indemnify Employer, its officers,
employees and agents from and against any Losses imposed on or incurred by Employer,
its officers, employees and agents by reason of its or their participation in this Service
Agreement, including any Losses arising out of any threatened, pending, or completed
claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative,
to the extent such Losses are the result of LRSC's intentional wrongdoing or its negligent
actions or omissions. In addition, Lincoln will have no liability with respect to claims of
breach of fiduciary duty for (i) the inclusion, exclusion, or deletion of Investments in the
Program, (ii) monitoring of such Investments after the Employer's selection of them as an
investment option for the Plan, or (iii) providing the Recordkeeping Services.
As a condition of indemnification, (i) Employer shall give LRSC timely notice in writing of
any potential Losses promptly after Employer becomes aware of them; (ii) LRSC shall, at
its option, have sole control of the defense of such Losses; and (iii) Employer shall
cooperate with LRSC in the defense of such Losses. LRSC shall not be responsible for
the settlement of any claim, demand or lawsuit related to the Losses without LRSC's
written consent.
ARTICLE 4
GENERAL PROVISIONS
4.1 Governing Law. This Service Agreement, including any attachments hereto, and
the Manual and any attachments thereto will be governed by and interpreted under the
laws of the State of Indiana without regard to its conflicts of law.
4.2 Entire Agreement. This Service Agreement, including any attachments hereto and
the Manual, including any attachments thereto, represent the entire agreement between
LRSC and the Employer and is not intended as an agreement between, or to reflect the
rights and responsibilities of, any other parties, other than the Parties as defined herein.
The Parties have read this Service Agreement, and have had the opportunity to review it
with counsel of their choice, and agree to all of the terms of this Service Agreement. To
the degree there are any ambiguities, the parties agree that they shall not be construed
against the drafter.
4.3 Termination. This Service Agreement will remain in effect until terminated by either
LRSC or the Employer upon at least 60 days' written notice to the other; provided,
however, that the Party being provided with notice of termination may waive the 60 -day
time period and agree to an earlier termination effective date.
4.4 Acknowledgment of Receipt. The Employer acknowledges receipt of the Manual
and understands that the services referred to in this Service Agreement and Manual will
be provided in accordance with the Service Agreement and Manual, unless LRSC agrees
otherwise in writing.
4.5 Notices. Any notices that may be required under this Service Agreement will be in
writing and either hand delivered, sent via a nationally recognized overnight delivery
Indian River County BOCC 457(b) INDR-001
1423269 Page 12 of 20
service with proof of delivery or mailed by certified mail, postage prepaid, addressed as
follows:
If to Employer: County Administrator
Indian River County BOCC
180027 1h St.
Vero Beach, FL 32960
Phone: (772) 226-1402
If to LRSC: Officer/Head of Account Management
Lincoln Retirement Services Company, LLC
P.O. Box 7876
Fort Wayne, IN 46801-7876
Phone: (260) 455-2230
Fax: (260) 455-3710
Either Party may effect changes to the information contained in this Section 4.5 by
providing a written notification to the other Party.
4.6 Severability. Should any one or more of the provisions of this Service Agreement,
including the Manual, or of any agreement entered into pursuant to this Service Agreement
be determined to be invalid or unenforceable, a court will have the power to amend such
provision to the extent necessary to make such provision valid and enforceable, and in
any event all other provisions of this Service Agreement, including the Manual, and of
each other agreement entered into pursuant to this Service Agreement will be given effect
separately from the provision or provisions determined to be invalid or unenforceable and
will not be affected thereby.
4.7 Headings. The heading of the sections, subsections and paragraphs of this Service
Agreement have been inserted for convenience of reference only and do not constitute a
part of this Service Agreement.
4.8 Successors and Assigns. All the terms and provisions of this Service Agreement
will be binding upon, inure to the benefit of, and be enforceable by the respective
successors and permitted assigns of the Parties hereto, whether so expressed or not. This
Service Agreement will not be assignable by any Party hereto without the written consent
of the other Party, provided that LRSC may assign its obligations and rights to any of its
affiliates without consent of Employer.
4.9 Counterparts. This Service Agreement may be executed in one or more
counterparts, each of which when so executed will constitute an original and all of which
together will constitute one and the same Service Agreement.
4.10 Force Majeure. Neither Party will be liable to the other for any delay or failure in
performance caused by acts beyond the nonperforming Party's reasonable control,
including, without limitation, acts of God or public enemy, act of any military, civil, or
regulatory authority, change in any law or regulation, fire, flood, tornado, earthquake, or
storm, or other like event, disruption or outage of communications, power or other utility,
labor strikes, or any other cause, whether similar or dissimilar to any of the foregoing,
which could have not been prevented by the nonperforming Party with reasonable care.
Performance times will be considered extended for a period of time equivalent to the time
Indian River County BOCC 457(b) INDR-001
1423269 Page 13 of 20
lost because of such delay. The Party asserting a force majeure delay will have the
obligation to notify the other Party promptly upon learning of the delay or the reasonable
possibility of such delay and to use reasonable efforts to mitigate the effects of the delay.
4.11 Number and Gender. Whenever the singular number is used in this Service
Agreement, the plural number will apply where required by the context. Whenever the
plural number is used in this Service Agreement, the singular number will apply where
required by the context. Whenever the male, female or neuter gender is used in this
Service Agreement, the other genders will apply where required by the context.
4.12 Waiver. The failure of either Party at any time or times to require performance of
any provisions hereof will in no manner affect its right at a later time to enforce such
provision and will not act as a waiver thereof.
4.13 Amendment. Subject to the fee commitment in Section 2.4, LRSC reserves the
right to amend the Service Agreement and communicate any changes to the Employer in
writing with at least 120 calendar days' notice. If the Employer does not notify LRSC of
its intent to terminate the Service Agreement pursuant to Section 4.3 above prior to the
expiration of the notice period, the change(s) will become effective upon expiration of the
notice period. Employer at its discretion may direct LRSC to waive the 120 day notice
period. In addition, Employer and LRSC may agree to amend this Service Agreement by
mutual written consent.
IN �51\IESS WH�REQ�he Parties hav executed this Service Agreement on the
of JFKl , 20 Z.
(Date) (M nth) (Yr)
LINCOLN RETIREMENT SERVICES
COMPANY, LLC
Its: President
Indian River County BOCC 457(b) INDR-001
1423269
Indian River County BOCC
M
Its: CotMfy Administrator
Page 14 of 20
EXHIBIT A
Fees provided by Investments
Some of the Investments or the companies sponsoring the Investments provide fees for
distribution and marketing services and shareholder accounting services. The following
are such fees provided in Employer's Program. Although such fees are listed at specific
amounts, they can change + or — 10 basis points (0.10%) based on LRSC's quarterly
account procedures, allocation of expenditures, and provisions in LRSC's agreement with
the fund company that manages the assets. These provisions can include different
amounts of fees based on assets under management, breakpoints, or other provisions
affecting LRSC's relationship with the Investment.
Lincoln Life Lincoln Stable Value Z476
Revenue from stable value account: 0.000% on assets annually'
Allspring Allspring Special Mid Cap Value Fund - Class R6 (WFPRX);
(WellsFargo) Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
American Beacon American Beacon Small Cap Value Fund R6 Class (AASRX);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer aaent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
American Funds American Funds EuroPacific Growth Fund@ Class R-6 (RERGX);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
Jackson Square Jackson Square SMID-Cap Growth Fund IS Class (DCGTX);
Partners Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
I The Lincoln Stable Value Account is a group fixed annuity issued by The Lincoln National Life Insurance Company, and, in New York,
Lincoln Life and Annuity Company of New York, and their applicable affiliates (collectively referred to as "Lincoln"). The "revenue" stated for
the Lincoln Stable Value Account is for pricing purposes. It is an amount that Lincoln is willing to credit toward part of the cost of services
provided by Lincoln.
Assets placed in the Stable Value Account are invested by Lincoln. Lincoln pays investors in this account a credited interest rate. The method
of crediting interest for the Stable Value Account is based on an external index. Lincoln attempts to invest the assets in the Stable Value
Account in financial instruments that pay Lincoln more than the interest Lincoln pays out to investors and other costs incurred by Lincoln.
These other costs include the cost of capital required for the interest guarantees, the cost to manage the fund, recordkeeping expenses, and
other overhead. The larger the spread is (the lower the credited interest rate), the less income Lincoln needs from other sources, such as an
asset charge, to pay for plan services. The credited interest and the resulting spread are negotiated at the time of the sale of the Program to
the Plan. It the credited interest rate is set at a higher rate, an asset charge generally will be higher. Conversely, if the credited interest rate
is set at a lower rate, the asset charge will generally be lower.
Indian River County BOCC 457(b) INDR-001
1423269 Page 15 of 20
Legg Mason ClearBridge Large Cap Growth Fund Class IS (LSITX),
Western Asset Core Bond Fund Class IS (WACSX);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
MFS MFS Value Fund Class R6 (MEIKX);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
T. Rowe Price T. Rowe Price Growth Stock Fund I Class (PRUFX);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
Vanguard Vanguard 500 Index Fund Admiral Shares (VFIAX),
Vanguard Mid -Cap Index Fund Admiral Shares (VIMAX),
Vanguard Small -Cap Index Fund Admiral Shares (VSMAX),
Vanguard Target Retirement 2020 Fund (VTWNX),
Vanguard Target Retirement 2025 Fund (VTTVX),
Vanguard Target Retirement 2030 Fund (VTHRX),
Vanguard Target Retirement 2035 Fund (VTTHX),
Vanguard Target Retirement 2040 Fund (VFORX),
Vanguard Target Retirement 2045 Fund (VTIVX),
Vanguard Target Retirement 2050 Fund (VFIFX),
Vanguard Target Retirement 2055 Fund (VFFVX),
Vanguard Target Retirement 2060 Fund (VTTSX),
Vanguard Target Retirement 2065 Fund (VLXVX),
Vanguard Target Retirement Income Fund (VTINX),
Vanguard Total Bond Market Index Fund Admiral Shares (VBTLX),
Vanguard Total International Stock Index Fund Admiral Shares (VTIAX),
Vanguard Treasury Money Market Fund Investor Shares (VUSXX);
Finders fees: 0.00%
12b-1 fees: 0.00% on assets annually
Subtransfer agent fees (bps): 0.00% on assets annually
Subtransfer agent fees ($): $0 /participant/account/fund/year
Supplemental fees: 0.00% on assets annually
Indian River County BOCC 457(b) INDR-001
1423269 Page 16 of 20
EXHIBIT B
Indian River County BOCC
6/3072022
performance data quoted represents peat performance; past performance does not guarantee future resufls. Investment refums andprmdpal value will fluctuate so
,account bakince, when redeemed maybe worth more or less than your odgkial cost. Current performance maybe ioweror higher than the performance data quoted
inces of high double-digit returns are highly unusualend cannot be sustained. Investors should be aware that returns vary due to market conditions. Fees and
Press reduce the assets allocated to your Investment under Me plan, ultimately lowering the net rete of return.
e obteln performance data for the most recent month end by vlshing www.Momingstar.com and requesting a quote using the appropriate ticker symbol For the
lrmance of collective busts, phase cel/877-533-9710.
Total Returns (%)
ungatar Category Overs!/ Gross Net 10 Yror
Morningstar Expense Expense Since Inception
:at Fund Name Ticker Seting Ratio' Ratio' YrD 1 Yr 3 Yr 5 Yr Inception Data
ney Market
0 4
0 0
0.05
0.44
0.80
042
Bolk USD 3M Dep OR CM TR USD
-0.01
0.05
0.80
1 30
0.86
guard Treasury Money Market Investor
VUSXX
0
0.09
0.09
0.17
0.17
0.54
1.01
057
12/14/1992
% Rank Within Category
0
0
0
0
0
a Funds Ranked In Category
614
594
547
508
422
!rnredlate Core Bond
0.59
-10.53
-10.74
-1.00
0.72
1 47
Amberg US Agg Bond TR USD
-10.35
-10.20
-0.99
088
1.54
guard Total Bond Market Index Adm
VBTLX
♦++
0.05
GM
-10A2
-18.40
411A4
0.84
1,49
11/12/2001
% Rark Within Category
44
38
40
36
48
a Funds Ranked in Category
456
451
421
396
359
!rm ediate Core Bond
0.69
.10.53
-10.74
-1.00
0.72
1 47
Amberg US Agg Bond TR USD
-10.35
1029
0.93
0 88
1.54
!krm Asset Co. Bond 1S
WACSX
* . *
0.43
0.43
.13.71
-13.70
-1.62
0.71
2.05
08/29/2008
% Rank Within Category
99
98
90
56
11
e Funds Ranked In Category
456
451
421
396
359
get -Date Retirement
0.68
-12.15
-10.50
1.70
2.91
3.67
lingstar Lifetime Mod Iran TR USO
-12.35
-10.02
2.78
3.85
425
guard TargetRetirement Income Fund
VTINX
f a sf
gin
am
-11.70
-10.14
2.00
3.34
4.12
10/27/2003
% Rank W! thin Category
45
47
33
30
36
a Funds Ranked In Category
188
168
157
141
107
get -Date 2020
0.64
.1427
-11.95
2.87
416
5.90
ling star Litebme Mod 2020 TR USD
.18.70
-13.05
2.75
4.36
5.81
guard Target Retirement 2020 Fund
VTWNX
kk*k
am
OAO
-13AO
-11.08
3.36
4.64
651
08/072006
% Rark Within Category
34
38
41
32
24
a Funds Ranked in Category
172
170
165
143
96
get -Date 2025
0.67
15.25
-12.73
3.28
4.57
638
lingstar Lifetime Mod 2025 TR USD
17.74
-1487
2.93
4.66
649
guard Target Retirement 2025 Fund
VTTVX
++++
0.08
0.08
-15.63
-13.21
3.74
5.07
7.10
1027112M
% Rank Within Category
50
51
42
37
19
0 Funds Ranked In Category
231
229
212
190
129
get -Date 2030
0.68
-16.51
-13.62
3.97
520
7.06
lirgstar Lifetime Mod 2030 TR USD
-18.57
-15.55
3.30
5.07
7.23
guard Target Retirement 2030 Fund
VTNRX
++++
0.08
0.08
-16.66
.13.94
4.22
5.50
7.68
06/072006
% Rack Within Category
43
47
47
46
25
0 Funds Ranked In Category
232
230
208
186
133
get -Date 2035
0.69
-17.76
-14.56
4.60
5.73
769
tingstar Lifetime Mod 2035 TR USD
-18.07
-15.92
3.81
5.52
7.83
guard Target Retirement 2035 Fund
VTTNX
k t t•
OAS
0.08
-17.37
-14.30
4.80
5.96
627
10/272003
% Rack Within Category
31
37
48
45
27
a Funds Ranked In Category
224
222
206
184
124
get -Date 2040
0.70
.18.70
-15.21
5.05
608
8.10
x gstar Lifetime Mod 2040 TR USD
.19.40
.16.14
4.27
587
8.18
guard Target Retirement 2040 Fund
VFORX
■kf•
OAS
0.08
-18.08
-11.02
8.W
6.42
6.74
05/07/2006
% Rack Within Category
25
32
43
39
21
s Funds Rarked in Category
227
224
208
186
133
get -Date 2045
0.70
19.29
-15.63
5.40
6.36
8.31
ling -far Lifetime Mod 2045 TR USD
-19.58
-16.28
4.53
6.03
8.28
guard Target Retirement 2045 Fund
VTIVX
+++•
0.08
0.08
-18.82
.15.29
0.80
6.80
BAT
10272003
% Rark Within Category
26
33
28
30
19
s Funds Ranked in Category
224
222
206
184
123
9et-Date 2050
0.71
1963.
1591
5.44
638
8.38
lingster Lifetime Moo 2050 TR USD
1963.
-16.40
4.59
604
825
guardTarget Retirement 2050 Fund
VFIFX
•.+.
0.08
0.06
-19.06
-15.45
5.91
691
"1
06/072006
% Rank Within Category
24
31
26
32
22
1 Funds Ranked In Category
226
224
208
186
131
Indian River County BOCC 457(b) INDR-001
1423269 Page 17 of 20
Target -Date 2055
0.71
1977.
16.03
5.52
6.46
8.49
Morningstar Lifetime Mod 2055 TR USD
1965.
16.53
4.54
5.99
8.17
Vanguard Target Retirement 2055 Fund
VFFVX r..+
0.08
0.08
-19.07
-15.45
5.89
680
885
08/182010
% Rank Within Category
19
30
32
34
24
# Funds Ranked ki Category
224
222
206
181
98
Target -Date 2060
0.71
-19.79
16.04
5.53
649
8.96
Morningstar Lifetime Mod 2060 TR USD
19.67
16.66
4.47
5.91
8.07
Vanguard Target Retirement 2060 Fund
VTTSX ...r
0.08
0.08
-19.07
-15.44
5.89
6.79
886
01/192012
% Rark Within Category
21
29
35
43
1
# Funds Ranked In Category
225
223
199
164
1
Foreign Large Blend
0.93
-19.18
18.69
1.31
2.08
511
MSCI ACWI Ex USA NR USD
-18.42
1942.
1.35
250
483
Vanguard Total Intl Stock Index Admiral
VTIAX . r r
0.11
0.11
.18.16
-18.94
2.00
2.71
5.17
11/292010
% Rank Within Category
33
54
34
32
48
# Funds Ranked In Category
765
759
720
672
551
Foreign Large Growth
1.05
27,69
27.25
1.72
3.56
6.13
MSCI ACW Ex USA Growth NR USD
-24.79
25.80
1.62
343
5.71
American Funds Europac8k Growth R6
RERGX +..
0.46
0.46
-25.10
-27.68
1.49
3.10
630
05/012009
% Rank Within Category
32
58
59
56
34
# Funds Ranked In Category
464
458
428
404
330
Large Blend
0.00
-19.30
11.58
9.14
9.77
11.63
Russell 1000 TR USD
-20.94
13.04
10.17
11.00
12.82
Vanguard 500 Index Admiral
VFIAX ++r.
0.04
0.04
-19.98
-10.66
10.56
11.27
1232
11/132000
% Rank Within Category
50
38
22
20
12
# Funds Ranked In Category
1,399
1,365
1,265
1,192
1,018
Large Value
0.91
-11.33
-4.84
7.95
7.84
1026
Russell 1000 Value TR USD
12.86
-6.82
6.87
7.17
1050
MFS Value R6
MEIKX +. r+
0.45
0.45
-13.13
-5.03
7.60
7.55
11.29
05/012006
% Rank Within Category
70
50
57
60
21
# Funds Ranked In Category
1,258
1,238
1,193
1,158
1,017
Target -Date 2065+
0.70
-20.12
16.46
5.67
0.00
0.00
Morningstar Lifetime Mod 2060 TR USD
-19.67
16.66
447
591
B-07
Vanguard Target Retirement 2065 Fund
VLXVX .r r
0.08
0.08
-19.03
-15.40
5.86
0.00
837
07/122017
% Rank Within Category
16
20
50
0
0
# Funds Ranked In Category
163
152
38
0
Large Growth
0.97
29.12
23.86
8.10
11.01
12.51
Russell 1000 Growth TR USD
-28.07
18.77
12.58
1429
14.80
CkarBridge Large Cap Growth IS
LSITX +r+
0.81
0.61
31.90
-25.50
5.80
10.23
13.79
03M5=13
% Rank Within Category
72
67
77
67
24
If Funds Ranked In Category
1,289
1,264
1,191
1,147
1,053
Large Growth
0.97
-29.12
-23.86
8.10
11.01
1257
Russell 1000 Growth TR USD
-28.07
-18.77
12.58
1429
1480
1T. Rowe Price Growth Stock I
PRUFX .:
0.51
0.51
38.00
34.11
4.96
8.70
1232
081282015
% Rark Within Category
90
87
85
83
55
Of Furls Ranked In Category
1,289
1,264
1,191
1,147
1,053
Mid -Cap Blend
0.94
18.50
-13.90
6.70
6.97
10.07
Russell Mid Cap TR USD
-21.57
-17.30
6.59
7.96
1129
Vanguard Mid Cap Index Admiral
VIMAX .+rr
0.05
0.05
-22.21
-16.00
7.19
828
11,48
11/122001
% Rank Within Category
86
69
40
24
14
# Funds Ranked In Category
420
411
379
349
284
MidCap Value
0.98
13.35
7.90
7.43
6.41
9.83
Russell Mid Cap Value TR USD
-16.23
10.00
6.70
627
10.62
Allspring Special Mkt Cap Value R6
WFPRX ....
0.70
0.70
-12.23
-4.17
9.03
8.12
12.35
06282013
% Rank Within Category
32
15
25
18
3
# Funds Ranked In Category
413
409
402
386
337
Mid -Cap Growth
1.05
30.28
211
5.04
8.69
10.82
Russell Mid Cap Growth TR USD
31.00
-29.57
4.25
8.88
11.50
Jackson Square SMID-Cap Growth IS
OCGTX .
0.82
0.82
-24.17
30.17
-437
5.16
882
12/012003
% Rank Within Category
95
98
99
95
93
# Funds Ranked h Category
607
597
553
531
490
Small Blend
0.98
-20.06
17.27
5.65
5.58
940
Russell 2000 TR USD
-23.43
25.20
4.21
5.17
9.35
Vanguard Small Cap Index Adm
VSMAX ....
0.05
0.05
-21.65
-20.75
5.40
688
10.45
111132000
% Rank Within Category
69
75
59
25
20
# Funds Ranked h Category
613
607
591
572
470
Small Value
1.15
-15.20
-12.12
7.63
536
8.93
Russell 2000 Value TR USD
-17.31
16.28
6.18
4.89
9.05
American Beacon Small Cap Value R6
AASRX ..
0.79
0.79
-15.28
-11,42
631
435
942
02/282017
% Rank Within Category
49
48
52
54
36
# Funds Ranked h Category
477
474
453
439
404
'1 the performance for an -stmen option reports
a difference between the gross
expense
rano and net expense
ratio, It
is due to a contractual
waiver that is set to expire within the next year.
"Hueter Stable Value Index performance Is adjusted for Irnesenen management lees and
revenue appropriate
for your specific product
*"Uncoln performance is shown net of all ii --went management lees and revenue.
Indian River County BOCC 457(b) MR -001
1423269
Page 18 of 20
EXHIBIT C
Indian River County BOCC Deferred Compensation Plan for Public Employees 457
Governmental Plan and Trust
Recordkeeping Services
Fee Type
Annual Fee Amount
Quarterly Fee Amount
Asset based
0.1300%
0.0325%
Fee Detail
The fees for Recordkeeping Services described above will be calculated quarterly based
on the averages of the opening and closing balances of each calendar quarter. Upon
completing the calculation at the annualized rate, LRSC will divide by 4 to arrive at the fee
for the current quarter.
To the extent there is revenue earned on Investments in the Program for the Plan, LRSC
will offset the Recordkeeping Services Fee by such revenue. A description of revenue
received by LRSC is described in Exhibit A. If such revenue exceeds the fee the excess
shall be placed in a plan expense account, see Section 2.3.
If such revenue is insufficient to offset the fee completely, the Plan shall pay the remaining
balance due pro rata from participant accounts. LRSC is, hereby authorized to direct
LFGTC to liquidate any assets of the Plan as is necessary to cover such expenses.
Plan Expense
Annual
Annual Cap or Max.
Invoiced or Automatic
Account
Funding
Excess
N/A
N/A
Revenue
Plan Expense Account Funding Detail
LRSC will fund the Plan Expense Account, quarterly in arrears, with any excess revenue
after LRSC's fees are paid as described in Section 2.1 and after any other obligation to
pay expenses, fees or compensation described above. As authorized by Employer, the
Plan Expense Account will be invested in an investment that has an investment objective
of capital preservation and liquidity. The Employer hereby agrees that if included as an
investment option under the Plan, such investment shall be a group fixed annuity or stable
value investment issued by an affiliate of Lincoln. If Employer chooses not to include such
investment issued by an affiliate of Lincoln, then the Plan Expense Account will be
invested in such other investment option as designated by the Employer.
Indian River County BOCC 457(b) INDR-001
1423269 Page 19 of 20
Transaction Fee
Amount per transaction
Loan fee
$75.00 loan initiation; $25.00 ongoing annually
Distribution fee (excluding
Beneficiary Payment; Disability
Withdrawal and RMD)
$40.00
Hardship fee
N/A
In-service withdrawal fee (excluding
Unforeseeable Emergency)
$25.00
Installment Payments
$25.00 setup; $2.00 monthly
QDRO fee
$500.00
Transaction Fee Detail
LRSC shall have the right to deduct the participant level transaction fees referenced
above. Unless otherwise specified, the Employer directs that all withdrawals will be
assessed against participant Plan accounts and will be prorated across all investment
options and sources.
Fee Commitment
The Fee Commitment Period will be a period of 5 years beginning as of the effective date
of September 29, 2022, subject to the limits and restrictions set forth in Section 2.4.
Indian River County BOCC 457(b) INDR-001
1423269 Page 20 of 20