HomeMy WebLinkAboutMINUTES - 06221999 - C204 TO. BOARD OF suPErvscs Contra
:L Costs.
FROM: Phil Batchelor, County Administrator
County
DATE: June 22, 1999 v
SUBJECT: Deferred Compensation Self Directed Investment Option
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SPECIFIC REQUEST(S)OR RECOMI MENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION-
That the Board of Supervisors in its capacity as the governing Board of the County, acting
in its capacity as Trustee of the Contra Costa County Deferred Compensation Plan,
AUTHORIZE the Chairperson to execute an application establishing a Schwab Personal
Choice Retirement Account (PCRA) investment option for participating members of the
Section 457 Deferred Compensation plan.
BACKGROUND
On December 16, 1997 Board Resolution #597 was approved creating a trust naming the
County as trustee holding the assets in the Section 457 Deferred Compensation flan. On
December 16, 1997, the Board of Supervisors authorized the Human Resources Director
to execute a five year renewal contract with Hartford Life Insurance Company effective
January 1, 1999 which included the addition of a self directed investment option allowing
employees to purchase stocks or mutual funds through a designated discount brokerage
firm.
Hartford Life finalized a contractual agreement with Charles Schwab to offer the PCRA
account to eligible participants. In order to implement this neve investment option, a
member of the governing board of the County and its Districts must be authorized to sign
appropriate documents in order to commence offering this new investment option.
F£:DBP Ct?3tT SSDIO
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SICxNA'I'tr S
ACTION OF BOARD ON June _22, 1299 APPROVED AS RECOMMENDED._XX OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE AND
XX_UNANIMOUS(ABSENT CORRECTED COPY OF AN ACTION TAKEN ANIS
AYES- _ NOES: ENTERED ON THE MINUTES OF THE BOARD OF
ABSENT: ABSTAIN: SUPERVISORS ON THE DATE SHOWN.
ATTESTED jUa 91,
Orig.Dept:County Administrator (3-1094)) PHIL BATCHELC7Ft CLERK Ct THE BOARD OF
cc: County Counsel SUPERVISORS AND COLNNTY ADMINISTRATOR
Auditor-Controller
Human.Resources Department,Benefits Service Unit t
r
r F ,DEPUTY
BY
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Please now The Schwab Persoual Choice'R,ttirvs tnt Account(PCR1i)xnzcessi ales the i is ofa`i"hird I'uty A+3tziiaiattatrrr(alt Section h).Opening a
P iA docs s<t establish a rrxizemerat plan but cel Cs that u plats:docu exit rhos zllgws you to conduct business at Charles Schwab Et Ca.,
lrtc;.�chtvtb).
Does your plus document permit the Trustse(s)to conduct business at Charles'sthlwab:st Co.,Inc!
0 Yes 1 No If no,Schwab is tapable to accept tlsia Atcaunt Application.
t.Ptoaso tell us about the business sponsoring your retirement plats.
Business Name
Business Tact m Number
2,Please toll us about your.retirement pian.
Plan Name(as it should appear on the scrowtt)
Plan Tart It)Number(for tar reporting prtrpores} Due Flus Established_
Plan's Ming Address
City/State/zip
Phone(-) Fax( )
Pius Contact Name
Type of plan:
d Profit Sharing F1 401(k) 0 Money Purchase 0 Other Quatifstd plan 0 NonquaUed Plan
Note:This application can be used only for
nonquaUed piens wheal assm ate hcid in a TnaL
Pleat list Trustee(s)who will be conducting Business at Schwab on behalfofthe Platt.For more than silt Trustees,please attach an additional sheet with
their names,addresses and phone numbers.Please specify below any publicly traded company of which a Tstutee of tht Trust is a director,101A shareholder_
or policy-making officer,and any security firm,bank,trust or insurance company with which a Trustee is affiliated.(&ch Trustee and Co-Trustee must
sign where indicated in Section 9.)
Trustee's Name TnW is Phone( }
D Director M 10% Shareholder 0 Polscydvlaking Officer Company Name
Afl3lated with. 1:3 Security F: m ❑Bank Q'Trust Company 0 insurance Company
Affiliated Company Name
(wntinued on page 2)
FOR CHARLES SCHWA13 USE ONLY
M NYSF. Cl SEC 344 ❑NRA O AICA OCKSEWL
Approved by Registration Code PT
Name of Approver(print) Index as Document Number 1.4 s 5.kil,�52 7
Tate Approved Account Number
Branch Ofike flan M Number
Cansisaign Cade R#" P
OMM MAM sd,w&%aCu.,Im.as A& Ma"S1PC 4YSL catat�resxr
Section 2 (rantimied)
Co-Trustee's Name(f applirabit) Co-Tnastet's Phone( )
F1 Director 0 10% Shareholder 0 policy-Making Officer Company Name ✓ .�-.-
Af d ated with: ❑Security Firm 0 Duik [3 Trust ConrpanYp Y �
InStuaItGC Company
1'
Affiliated Company Nainc
Co-Trustee's Narne YgplivabIr) Co-Trustee's Phone
Director 0 10% Shareholder 0 Policy-Making Officer Contpany Name
Affiliated with; 0 Security Firm ❑Bark 0 Trutt Company 0 Ituturance Company
Affiliated Company Name
Cts-Trustee's Name rf opphoUtj Co-T ustce's Plwnc( )
D Director 0 10% Shueholder 0 Policy-Making Officer Company None
Affiliated with: CD Security Finn 0 Dank 0 Trust Company D Insurance company
Affiliated Company Nana
Co-Trustee's Name firapplicable} Co Trustee's Phone{ j
0 Director 010% Shareholder 0 Policy-Making Offtccr Company Nature
Affiliated with: 0 Security Firm 0 Bank O Trust Company M buutaricc Company
Al Bated Company Nauru
3. How do you want your plan level account established at Schwab?
A Schwab tine"Account feature is available for your pian-level account,which provides free che6writing privileges and daily interest on cash balances,
Do you want a Schwab One Account 16ture? Q Yes ' ED No
If yes,please complat tic rest of this section.Ifno,please continue with Section 4.
If you would like to order checks for your plan-level account,Indicate how the name and address:should road.
Trust Nansc
Address
City/State/zip
Special lrtfomution
(aeurburrd oil page 3)
Branch Office Account Number
4.How do you want your Participant accounts established at Schwab?
PCRAs will be established for individual Participants under this Agreement.Each participant must sign a Lineted Power of Attorney(LPDA)which cotsuins
the tensa and conditions under which Schwab will act on the instructions of the Partir:ipanG Dy executing this Schwab Personal Choice Retirement
Account"plan Application,you authorize Schwab w act on instructions received on each such LPDA,on the temrs and conditions set forth in Section A.
Please indicate interested patties you visit to authorize to receive duplicate statements and/or confimiationss for all PCRAs related to flus Plan.Please note
that Trustee(:)and plan Sponsor will'not receive this infortttation unless indicated below.
Marie LJ Sutentents ❑ Confirssations
Address
city/State/zip
1
Nan:( 5utenxtjes, z Confirnutions
f-
Address
City/State/zip
Nanie Statements ED Confirma6ans
Address
City/State/zip
All uninvested rash held in PCMB will be autonnatically invested in the Schwab Money Market Fund unless otherwise specified below:
0 Schwab Government Money Fund E) Schwab U.S.Treasury Money Fund
5.Trading Restrictions.
Trustee(s)acknowledge that they are responsible for determining whether any employer securities pray be acquired by a PCRA without constituting a
violation of Sections 406 or 407 of.ERISA and that Schwab shali have no responsibility to nuke such detensunation.
Please indicate trading restrictions for the PCRAs associated with the Ilan.
Mutual Funds: Ali El None❑ Only those listed below All but those listed below
Securities: All❑ Norte F1 Only those listed below[ All but those listed below
*L Fund/Security Description CUSiP Symbol
t�
Options: Does your Paan allow for options trading?
Yes,each participant interested in writing covered calls and buying protective puts must complete a Schwab Options Application.
No,options trading is not perntitted in any Participant accounts.
Please note the following restrictions will automatically be Coded on all PCAAs:
•No trading on nut&or"trade-sway"trades.
•No deposits or withdrawals by Participants will be allowed into or out of PCRAs.
•Options trading is united to writing covered calls and buying protective puts if allowed by Plan.
•No investments in collectibles,futures,cotrunodit'nes,precious ntetah,or currencies.
Branch Office Account nt Number
tW s
6,please tell us about your Third-Party Administrator.
Third-Party Acirrunistrator(TPA) Muter Account Number
TPA Contact Name - --- --- - - -- — - - - .cam e,\
Mailing Address
City/State/Zip
Phonef, } Fax( )
By signing this Application,the Trustac(s)acknowledg (s)that the TPA will receive duplicate statements and confrmsations,and will
have tate ability to allocate money to/from a plan-level account from/to Participant accounts in accordance with Trustee/Participant
instructions on a tiondiscretionary basis as well as relay instructions to Schwab with respect to the establishment and maintenance of
Participant accounts including processing adelren changes.Tete Trustee(s)further acknowledge(s)that Schwab shall have the right to
treat all instructions relayed to Schwab by the'TTA as having been properly authorsaced hereunder and that Schwab shall have no
responsibility to determine whether such instructions were within the scope of the authority granted hereunder to the TPA.
' If,the Trustees)does/do not wish to provide these powers to the TPA,Schwab is unable to accept this Account Application.
What additional powers has/have the Trustees)delegated to this TPA?
(Please initial all that apply. Truster and all Co-Trutittslistett in Serdion 2 must initial.)
Trustee Co-Terutera
A. Relay trading instructitim.TPA must complete LPDA.(See Section 7.1,
B. Instruct Schwab to disburse Plan funds to an account,registered to the Plan Trustee at Schwab or
another financial institution,Withdrawal Power ofhttorney(WPOA).
C. Authotiae Schwab to deduct TPA fees and expenses from plat-level account as directed by the TPA.
The Trustee(s)also acknowledges)and understand(s)that,in the ev rat Schwab is directed to transfer assets in-kind to another brokerage firm,bank or
custodian,Schwab stay chuge an exit fee of 350 pett�T:CTE.A Are ttfor taclk FCRA AjpQyet with respect to which there is an in-kind trutsfer of users.
T.Urnited Power of Attorney(LPQA)to be read and signed by the Third-Party Administrator.
Charias Schwab&Co.,Inc. Indemnification
Third-Party Administrator Agreement TPA will indemnify and hold hutnlea Schwab,its affiliates,and their directors,
officers and cniployres from and agsirut all claims,actions,costa,and liabilities,
Third-batty Administrator(TPA)and Schwab agree that the authority conferred on including attorney's fees,arising out ofar relating to:
the TPA by the United Power o(Attomey(LPL)A)Authorization on iris fomn s14 be - any breach by TPA of any provision of this Agreement;
nondiscretig, $std las9 be exercised in accordance with the foL`owing waste turd • the perfumarrce or noaperf sumce ofTPA's services;and,
on tionSfpro vided nisi Schwab shall have the right to treat all insavccont relayed its
' a
Schwab by the TPA u having been pmpriy authonimd hemnder,and that Schwab any dlisitute between TPA and the Trustees,the Plan Sponsor or the Participant,
shat have noetnpamttlility to drtcmlinr whether such instructions were within the Arbitration Agreement
i scope of dee authority granted hetrurain to the TPA. On behalf of TPA and TPA's alliliates.agents,and successors.TPA agrees to
Authotttatlon to Trade for Brokomge Aecourst settle by arbitration any controversy between or among the TPA.and/or
' TPA may relay trading orders for Brokerage Account pursuant to the LPDA Schwab,Schwab's affiliates,Schwab's offiears,directors and employees.which
/ Authorisation in Section q.The Trustees noy revoke the LPDA at any time by controversy relatifs to the Account Agreement with Schwab,the Brokerage
giving written notice to Schwab.TPA agrees not to take any actions that exceed its Account or account transactions,the LPDA(and VPQA,if applicable)our In
authority under the LPDA or any other agreement between TPA and the Trustees an way arising out ofTPA's relationship to the Trustees or to Schwab,as pro-
or Plan Sponsorvi ed in Section 1b of the Account Agreement.The following disclosures arts
Establishment of Now Individual Participant Account*and Allocation made pursuant to applicable sell-regnlstory organization rides:des:(1)arbitration
of Contributions Among Participants'Accounts is final and binding on the parties;(2)the parties are waiving their right to seek
Schwab rna follow the instructions of the TPA in establishing remedies is court,including the right to a jury trial;(3)pre-arbitration discov-
y hung individual Participant
accounts and allocating amounts rrarnfemd to Schwab among the individual accounts ey is generally more limited than and ditltrent from court Proceedings;(1
orl'an Participants.New individual Participant account information thall be delivaed ' the arbitrators'award is not required to include factual findings or legal ra
electronically or in writing according to Schwab spec1c2tiom All allocation irtstrutt tossing and any party's right to appeal or to:eek modification of rulings by the
tions shall be delivered electronically or in writing and shall specify the amount to be arbrtrston"strictly limited;(5)the panel df whitnton will typically indica a
deposited in each individual Paetitipant account, minority of arbitraton who were or are alfti teed with the securities industry.
Schwab's Role No person%ball bring a putative or certified bass action to arbitration,nor
Schwab wit not give kgai or tax advice and will not snake,recommend or review seek to enforce any pre,dupute arbitration agreement against any parsons who
investment decisions or offer investrnent advice to the TPA,nor is Schwab in any has initiated in court a putative class action who is a member art putative
way responsible for supervising of monitoring trading in the Brokerage Account class who bat not opted out of the class with respect to any claims en aued
Compliance with Applicable Low by the putative class action uotik(1)the class certification is denied;(2)the
TPA will ca s with all a class is decertified;or(3)the customer is excluded from the data by the court.
rte w applicable stats and federal sectuities laws. Stich forbearance to enfomr an agreement to arbitrate thall not constitute a
TPAre canoe with artaSB Conduct Rufen waiver of any rights under thin Agreement except to the extent stated basin.
TPA represents and warrants that,unless TPA has Schwab written notice m due
contrary,TPA it not"associated"with a rnernbet ortfic Nationalt Association of5ecuritits Trodet Confirmation*and Account Statements
Dealrn,Inc.within the niamirsg ofXule 3050 of the NASD*s Conduct Rules.TPA Schwab will tend trade confintratiotu and account statements to Participants,TPA
agree$to give Schwab prompt written notice if TPA later become%so associated. and to those parties designated in Section#.
information `EPA's Relationship to Schwab
TPA will promptly provide any infomtation reuonably requested by Schwab TPA will not represent to the Trumm that Schwab and T PA we&Shared or have
concerning lite nimagement orthe Brokerage Account or compliance with this any relationship except au described in this Agreement:that Schwab endones or
Agreement lfquestionaanise conctrasrg compliance with any law,TPA will recovirrrends TPA;that Schwab provides legal or talc advice,investment advice to
caopttate with Schwab to the extent necessary and proper to ensure compliance the TPA or advice regarding particular nock:,including advice involving suitability
with applicable law.This provision dull awl be read to imply that Schwab has tory of and invesunent strategics for particular stocks;that Schwab participates in at
duty to supervise or monitor TPA's usmagentem orthe&okenp Account or reviews TPA's trading decisions;or that Schwab manages,supervise or monitors
compliance with applicable laws, oading in the Plan's account. (mntinNed on page S)
Branch Office Account Numiser
Section 7 tawf;mued)
Entke Agreement Sale of Controlled or Restricted Securities 1
This Agreement contains all of the agreements,representations and understandings Before irotructing Scbwab to sell securities that art::
trade between TPA and Schwab.Al modifications and amendments hereto must be "Restricted securities"or securities of an inuer of which TPICor iht;TrustFrs or
in writing and signed by both parties. Pias:Sponsor are an"affiliate"(as those terms are dtrw AtVle I{A antler the'
Assignment Securities Act of 1933);or,
Schwab may assign its rights and obligations under this Agreement to any subsidiary, Securities that art being told ut reliance on Ru i 45(4 uz�er such Act,
a$a;iate or successor by merger or consolidation without notice to TPA,or to any the TPA agrees to tell Schwab the status of such securities and promptly furnish
other entity ahrr thirty days'written notice to TPA.TPA may not assign this whatever information and documents(including oputaons of IC
�''counsel,if
Agreement without Schwab's prior written content.This Agreement is binding regatta d)that Schwab may rrqueu its connection with Schwab's regulatory ducats.
upon and will inure to the benefit of the paves'successors and atsigru•
Wativers The TPA agrees not to tender any such securitiet as collateral for an obispnon dee
The future of either party at any time to require performance by the other party of Trustees owe Schwab,unless the TPA first obui ss Schwab's written consent.
any provision of this Agreement will not Xect in any way the right to require such Authortgzation to Pay Fees and Expenses ,
performance at any time thereafter.The waiver by either party orf a breach of any Ifthe Trustees Tuve indicated(in Section 6 an the previous page)that the Trustres
provisions hertof will not be taken or held to be a waiver of the provision itself wises Schwab to pay TPA rets and expenses dizectly to TPA,Schwab u authorized
Applicable Law to pay TPA from the Plan's account TPA's fees azul expenses,as invoiced by TPA.
The laws of the state of California,at applied to agreements signed and pesforsnrd in Schwab may redeem money fuzed shares in the Plan's account to the txtent necessary
California,shall apply and bind the panics in any and all questions arising under this to pay such fees and expenses.In no event will Schwab be liable to TPA or the Plan
Agreemem including questions ofvalidiry,interpretation and performance. for non-payment ofTPA fees and expenses.TPA will provide Schwab with true and
Telephone Monitoring accuratt invoices of the TPA fees owed by the Pian,and will send the Trustees
Schwab may record telephone calls to monitor the quality orserv#ct provided and to simultarneout written notification ofthe amount unvoiced to Schwab.Schwab tray
verify securities transaction information, rely on the invoices subtrutted by TPA,and Schwab will have no ntsporuibiliy to
calculate or verify fees of expenses so invoiced.
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8.Terms of the Limited Power of Attorney(LPOA)under which each Participant may act
Participant and Schwab agree that the authority conferred on Participant by the • any brtah by Participant ofany provision of Hiss Agreement;and
LPDA Authorization concerning s Schwab Personal Choice Retxement Account` • any dispute between Participant and Truttte,or berweta Participant and Plan
thall be txercised in accordance with the following terms and conditions. Sponsor.
Authortaathon to Trade for Brokerage Account Participant will acknowledge that he/sht is responsible for determining the nature,
Participant may place trading orders for Brokerage Account pursuant to the LPDA, potential value and suitability of any particular security,transaction or investment
Trustee may revoke the LPDA at any time by giving written notice to Schwab, strategy and that Schwab does not give legal of hast advice or advice regarding
Participant agrees not to tape any actions that exceed ice authority under dee LPOA panicular stocks,including advice involving suitability orand investment strategies
or any other agreement between Participant and Trustee or Plan Sponsor. fmPartic ular stocks.
Appointment of investment Manager Arbitnation Agreement
By execution of a Schwab Personal Choice Retirement Account Lithited Power of On behalf ofpardelpant,Participant's agents,and any other persons having or
Attorney(LPDA)far an Investment Manager,Paaicipant may dtlegatt any authority claiming to have a Ito or beneficial interest in the account,Participant agrees
conferred hereunder to a Registered Investment Advisor acting on such Participant's to settle by arbitration any controversy between or among Participant and/or
behalf Participant may authorite Schwab to pay management£res as invoiced by the Schwab,Schwab's affiliates and Schwab's officers,directors and employees,
Reginered Investment Advisor fsotn the Brokerage Account. which controversy relates to the Account Agreement with Schwab,the
Sohwala'e Role Brokerage Account or account transactions and the LPDA or in any way arises
Schwab will not gglnut legal or tax advice and will not give advice to Participant out of Participant's relationship to the Trustee or to Schwab,ss provided in
rtgarding articula stocxs,including advice involving suitability of acid investment Section 16 of the Account Agreement The following disclosures are made
strategies for particular stocks;not is Schwab in any way responsible for suptrvisuig pursuant to applicable self-regulatory orpnizcation miles:(1)arbitration is focal
or monitoring trading in the Brokerage Account and binding an the parties;(2)the patties are waiving their right to seek rant,
Compliance with Applicable Law dies in court„including the right to a jury trial;(3)pre-arbitration discovery is
Participant wit:comply with all applicable state and fedtral securities laws. generally more limited than and different from court proteedingg(4)the arbi-
Compliance with NASD Conduct Ruins trators'sward is not required to include factual fundings or legal reasoning,and
Participant represents and warrants that,unless Participant has given Schwab writtenany peerey's tight to appeal or to seek modification of rulings by the arbitrators
notice to the contrary.Participant is not"associated"with a member ofthe Tlationil 'ts strictly limited;and(5)the panel of arbitrators will typsaUy include s
Association orSecudtin Fiestas,Inc.within the meaning of Rulr 3050 ofthe t rinority of arbhtraton who were or at eimated with t6 securities induttry.
NASD's Conduct Stiles.Participant mets to give Schwab prompt written nbticc No person shall bring a putative or certified t 1w action to arbitration,nor
if Participant liter becomes to associated seek to enforce any pre-&spute arbitration agreement against any person who
Information has Initiated in court a putative class action who is a member sof s putative
Participant will provide promptly any information reasonably requt=d by Schwab class who hat not opted out ofthe dans with respect to any dalms encompassed
conctmsng the management ofthe Brokerage Account or compliance with osis by the putative class action until-(1)the clan certification is denied;(2)the
Artmem.If questions arise concerning compliance with any law.Participant wit dass is deeen:16 ;or(3)the custorner is estluded frorn the class by the court,
take any action believed by Schwab to be necessary and proper to ensure compliance: Such rarbearmto to sal arse an agremnent to arbitrate shall not constitute a
with applicable law.This provision shall not be read to imply that Schwab has any waiver or any tights under this Agreement except to the extent stated herein.
duty to supervise at monitor Participant's management of the Brokerage Account 'Trade Confirmations and Account Statement*
or compliance with applicable laws. Unless Trustees direct otherwise,Schwab will send trade confirmations and account
Schwab may dam lose participant's metre,address and share positions upon request to natrmtnts to Participant and,if requested by Trustees,to those parties designated in
companies whose securities are held in Pettit ipant's account. Section 4.
Indemnification Entire Agreement
Participant will indemnify aid hold harmless Schwab,its Mines,and their directors, This Agreement contains all ofthe agrrements,representations and understandings
officers and employees,from&-A agairst all cltuau,actions,crests and liabilities, crude between Participant and Schwab.All modifications and amendments hereto
including uwmey i rets,cuing out orae telating to: must be in writing and signed by both parties.
fesndnitcd an pqr G)
ryss,; Branch Office Account Number
s
Seaction a Front;"mtd)
Assignment Telephone Monitoring 'w
Schwab may assign its rights and obligation under this Agreement to any subsidiary, Schwab may record telephone calla to monitor the quality of service provided an j to 10
alfiliste Or successor by merger at consolidation without notice to Participant,or to verify securities transaction infortnation,
Is-
any other entity after thury days'written notice to Pafticip=t.Participant may not Sante of Controlled or Restricted Securities -1 y %'
assign this Agreement without Schwab's prior written consent.This ent is Before instructing Schwab to sell securities that tire: 1
binding upon and will inure to the benefit Of the parties'suczessots andusil;ns. "Rcstricted securities"or securities ofan issuer of whieh Pamcipant;Tnastm,at
walvers flan Sponsor we an"aEliate"(as those terms are defined in Rule 144 under the
The Uurr of tither party at any tune to require performs ace by the other party of Securities Act of 1933);or,
any provision of this Agreement well not afect in any way the right to require such Securities that are being sold in rel=ce on Rule 145(4)under such Act.
ptiforotuue at any time thereafttr.The waiver by either party of breach of any
proviuons hereof will not be taken or held to be a waiver of the provision itself. participant agrees to tell Schwab the status of such securities and promptly furnish
Applicable taw whatever information and documents(including opinions of Ito counsel,if
The laws orthe state of Califamia,as applied to agreements signed.and performed in requattd)that Schwab may request in connectors with Schwab's regulatory duties.
California,shat#apply and bind the parties in any and all questions arising under this Participant agrees not to tender any such securities as collateral for an obligation
Agreement,intlydirg quemoru of validity,intalaretation and petfortruace. Trustee owes Schwab,unless Participant fust obtains Schwab's written consent,
S.Trustee(*)agrteaemont with Schwab.
In our capacity as Trustee and,irappticabit,all Co-Trustees(collectively known as account governed by the foregoing agreements,I agree to be bound by their terms
Trustees)ofthe Trust,Trustees hereby request that Charles Schwab ifs Co„Inc. and conditions.If i do not receive or understand the Account Agreessstnt,I will
(Schwab)open Broktrage Accounts with respect to each Flan psrtiLipant s complett notify Schwab.
list of which will be furnished to Schwab,on behalf of the Trust listed in Section I I acknowledge that l am respomuible for determining the nature,potential value and
at this Schwab Personal Choice PLetirement Account`plan Application.Trustees suitability rot nue of any particular security,transaction or imrsunent strategy and
agree to mad and bt bound by the terms ofAccaum Agreement(which includes the that Schwab does not give legal or tax advice regarding particular stocks,including
Brokerage Account Agreement,and,if applicable,due Money Fund Agreement,the advice involving suitability a and invessrrnent strategies nor particular storks.
Schwab Stocic8uad,
Service Agreement,and other written agreements between
the Trustees and Schwab),and Trustees agree to be bound by the terms orthe In accordance with Section 6,pagr 5 ofthe Brokerage Account Agreeanent and
Account Agreement that apply to the Brokerage Accounts as currently in effect and Section 7.pages 20-21 of the Schwab One Account Agreement,I agree that all
as anwnded from tim to tuna irTruares do not receive or understand the Account debts and other Obligations owed to Schwab by any Party to the Account Agreement
Agreement,Trustees will notify Schwab.Tnutets acknowledge that Schwab does *I be secured by alien or,at Securities and Other Property now or hereafier htld,
not give legal or taut advice,and will not advise the Trustees or the Pian participants carried at atsintained in any of my peen or future brokerage accounts with
concerning the suture,potential value at suitability for the Trust of any particular Schwab,whether individually or jointly held with others,or in any bmktngc
security,transaction or investment strategy. account at Schwab in which l have an interest.
In consideration of Schwab o g and/or maintaining Broken Accounts far I aigreE to settle by arbitration any ees000vetsy between myself and Schwab
the Trutt named about(rhe the undersigned Trustees of the Trust represent, and/or any Schwab oflltem directors,employees or agents relating to the
warrant and certify that the representations made in the A lication are true, Account Agreement,my Brokerage Account of account trarhsaexiant,or in any
co lert and accurate;that the Trust is in roll force and a way arising from my relationship with Schwab as provided in Section 16,
mp es and this the Trust pages&-Irl of the.Brokerage Account Agreement and Section 23,pages 26-29
Agreerent ch(as defined above}has not been revoke$inodin t or amended in any orthe Schwab One Account Agreement,The following disclosures are made
inaccurate
which would rause else rtpmentstions contained in this Application ro be uant to a Ticable self= to 'son rules i arbitration Is final
iruccunte ar incorrect, and binding on all parties;(2r))tthe partieowaiving their right to a jury trial;
Schwab will rely or.this Application and upon the representations rmade hertsn unless (3)Pre-arbitration discovery is generally more limited than and dlffareot from
and until it teLeives a written Notice of Amendment,written notice of ns
Chu court,proceedings,(4)she arbitntors'award is not requited to include factual
Trustees or written notice of any events afZecting the Trustees'powmers. ---13ed findings or legal raaaoninr,and any party's right to appear or seek modification
above.The undersigned Trustees agree to send written notice promptly to Schwab of rulings by the arbitrators it strictly limited,(5)the pastel or arbitrators will
of any change in Trustees,of anv amendment of modification to the Trust rypic*Uy include a minority of arbitrators who were at are alfiliated with the
Agreement which would cause the representations contained in this Application to securities Ind".
be or become inaccurate or incorrect,or of the occurrence of any event Which riga person�,p bring a putative or certified rlaaa action to arbitration,star
nudwould affect Lite BatonTrot' .Sectirevocaons
the Trss5.8 poems of any representation; aatk to enforce any pre-dispute arbitration agreement against any person who
The in this user n4 Suctions l mien Schwab8 and 9, }�initiated Ise court a punitive class action who is a member of a putative class
The Trustees Inde and hold hanstks Shand each of its affiLEts,directors, who has not opted out or the class with respect to any claims encompassed by
employees and agents EOM and hold such persons harrnlen against,any claims, the punitive class action until.(1)the class certification is denied;(2)the class
Sudggmzttinti,surcharges,settlement amounts or other liabilities or Coss ofdeftrue or fr decertified;or(3)the customer is excluded from the clan by the court.
sent ementt(includingg actomey s fees)asiting out ofor related to any actual or alleged Such forbearance to enforce as agreement to arbitrates an tpaarneat shall not
irssproprr or unsuit A c actions talism et such Schwabor instructions Trust.This
indemnification
ca constitute a waiver or any rights under thus agreement except to the extent
with the Brokerage Account established tit wab for the Trust.Thi indemrtibtation
is made by the undersigned Tnutet s bath in their capacities as Trustees and in their ltd here.
individual capacities,and shall not be limited by the Trustee's provision to Schwab of Arbitration Agrsarnent
independent documentation concerning the representations made herein. On behalf of Trustees and Trustees,affiliates,agents and successors,Trustees
The representations and obugations stated herein da survive to fnination of the.Ttetat agree to settle by arbitration any controversy between Trustees,any Plan
Agreement and the Account Agreement relating to the Tout's BtakCragt Amount Participants and Schwab and/or any Schwab aMates,officers,directors,
The Tnatees acknow a that investments in mutual funds trade throughSchwab bytes Or agents rr nsact to this Attaint ay rising or our Brokerage
Account or accoisat transactions,or in any way arising floe out relationship
ate made pursuant to an Omnibus account maintained by Schwab with rued f nulies, with Schwab,as provided in Section 16 of the Account Agrrerrsent.The
and that Schwab has entered into operating agreements with the sponsors of thostS following disr3osures are made pursuant to applicable serf-regulatory
fund hmilies$sat require in some circumstances,that Schwab accept,in lieu of tar organiaattion rules:(1)arbitration is final and binding on the parties;(2)the
distributions,payment iA- and in assets of the fund The Trustees further arltnawledgt parties are waiving,their right to seek rermediies in court,including the right to
dut'Trustees may not diiQ the transfer of irAdnd assets to an anssusty contract issued a jury trial;(3)pre-arbitration discovery is generally more limited than and
by an insurance company. diTeretst from court proceedings,(4)the arbitrators'award is not required to
Schwab One Agreetssent include factual findings or ethic reasoning and any party's right to appeal or to
I hereby request that Charles Schwab fie Co.,lois.("Schwab')Open a Brokerage seek modification Of rulings 6y the arbitrators is strictly limited;(5)the panel
Accosmt its the names listed u account holders on this Schwab Account Application. of arbitrators will typically include a minority of arbitrators who were or are
I agree to read and be bound by the terns ofthe Account Agreement(which afBi'asted with the securities industry.
includes the Cash Account Agreement and,ifapplicable,the Schwab Money Fuad No person sW bring a putative or certified cl us action to arbitration,nor
Agroerrsen4 the Mugin and Short Account A4peesscnt,Disclosure of Credit Terms seek to enforce any pre dispute arbitration agreement against any,person who
and Polities,the Schwab StockBuilder Service'Agreement and other written has initiated in court a putative clan action who is a member Ora putative clan
agreements between me and Schwab that apply to my Brokerage Account)as currently who has not Opted out of the etas:with respect to any tlairm encompassed by
in effect and as arnerided from time to film.IC in the future,I add features to the
fasnditued on jsW 71
Branch Office ceount Number
�r.
Section 9(cerstinucd)
the putative class action until:(l)the class certification is denied;(2)the class is instructions for the buying and selling o£stactd,'5oAds,*borrurm notes,
dtm-rti td;or(3)the customer is excluded fratn the class by the court subscription wamntr,stack purchase wits,ap'tiors,mutuuai fund shares,
Such forbearance to enforce an agreement to arbitrate shall not constitute a etride aces of indebtcdrrtss and any other securities,irdtrumcnts or contracts
waiver of sny righty under this agreement except to the extent rusted herein. relating to securities;and
Limited Power of Attantey where necessary to complete any transacndn,relay instructions to transfer,
Its Third-Party Administrator is named in Section 6 or an account is being estab- convert,endorse,jell,assign,it,over and deliver any assets held in the Bmiterage
lished for the partial interest of one at more specific Pattipants(set Section 4).the Account(the Account Assets).
protissiorts of the Limited Power ofAttomey CA.POA)described herein apply a follows: Win Aunds to the Plant Chackfq Account et Another Inatitutioo(l4TOA)
Uuplfrare Sratentesetr stud Confinxattons if the TPA 4 authorized to wire funds to the Plan's checking account at another
If the TPA is authorized to receive duplicate statements and confirmations under the institution under the Trustees'�presrntsocs u in Section b,the TPA may d4rect
Trusteet'representations in Section d:Schwab will convey confirmation of all activity Schwab to disburse funds to pay benefits provided under the Pian or to pay charges
to the TPA and provide the TPA with paper statements and,if applicable,both the suthorixed by the Tmam.Accordingly,Schwab 4 authorized to remit checks,wire
statements and confirmations may be trarutuitted electronically vis SchwabLink.0 funds and otherwise make disbursements of funds held in the Brokerage Account to
Achy Tratitey Intinsrtisns(LIPOA Participano banks and other financial irutitutionn for the Plan's benefit,upon TPA's written
If the Participants authorized to relay trading instructions under the TnrsteeY instructions.
ions.
toprest mations in Section 4,the Participant may direct Schwab as to the investment Whenever this LPDA(and WPOA,if applicable)is attached to any instrument of
of the Brokerage Account and to take other sctions necessary or incidental to the assignment and transfer,ala persons shall be entitled;without further inquiry ac
execution of such instructions. investigation and regardless of the date of the LPDA(and WPOA,ifappiicsbit),to
Schwab.and other(Seasons to whom Schwab his given instructions in ostler to act in reliance upon the assumption that the Account Astro named in such iru rurntnt
implement the Participant's instructions,may rely on Participant's instructions were duly and properly transferred,endorsed,toil,assigned,set over and delivered,
Without obtaining any approval,countersignature or cosigrsature.participant's and that with respect to such Account Assets the authority confernd herein is still in
authority will include,without tirnitation: full forte and effect.
Rol*of Chariee Schwab A Co,Inc.
• the authority to give instructions for transactions in securities and financial Trustees acknowledge and agree that:
instruments,including the buying and selling o£stocks,bonds,debentures, Schwab will merely effect tender as directed b TPA of Pasini ant;
notes,subscription w-.manta,stock purchase warrants,optiwu,mutual fund y Y P
Schwab
shares,evidencn of indebtedness,and any other securities,instruments or not give investment advice to the TPA at legal or cart advice or
contracts relating to securities,and, advice regarding particular stocks,including advice involving suitability of and
• where necessary to cotapltte any transaction,the authority to transfer,convert, invnunent strategies for particular stacks,to the Trustees,the Plan Sponsor at a
endorse,sell,assign,set over said deliver any assets held in the Brokerage Account . Schwal is not acting as a fiduciary;
(the Account Assets)and to matte,execute and deliver any and all women . The Trustees(and not Schwab)are responsible for investigating std selecting
instnirnenes ofau punent and transfcr.y IPA,
Aday Tradittl Innruviaw(I.POA—Dar • TFA is not affiliated with or controlled at employed by Schwab,and Schwab has
If the TPA is authorized to relay trading instructions under the Trustees'represent*- not approved,recommended or endorsed TPA;
tions in Section 6,the TPA may relay authorized instructions directing Schwab as • Schwab has no duty to supervise or monitor trading by TPA or Participant in the
to the investment of the Brokerage Account and to take other actions n or Brokerage Account;
incidental to the delivery of such instructions.Schwab,and other person;to oro • Schwas has no duty to review the docurnents under which the Pian is maintained,
Schwab has given instructions in order to implernent such instructions,may rely on to up&te thcsc documents or to request a determination letter from the Internal
all instructions relayed by the TPA without obtaining any approval,countersigruture Revenue Service concerning the Flan documents;
or eosignature and without any respornibd:ty to deter nine whether such instruction; • Schwab has no duty to determine or review altoc inions of contributions among
were within the scope of the authority granted hereunder to the TPA.The TPA Patricipams,or to perform any recotdkeeping functions for the Plan;
tray,on a nondiscretionary basis: • Schwab has aro duty to review Plan invetunents for compliance with ERISA
• relay instructions for transactions in securities and financial istsuumefirs,including (including dtItn't ung whether any snvtsrrnents constitute prohibited trarxactiant
jrar:risurd an P¢8c 8}
Branch Office Account Number
This section left blame intentionally.
Section 9(Conlin"cd)
under EPLISA)or to daermine whether Pisa investments will aesult in exposure to Schwab his no duty to mut in complying with any Ito obligations that nuy
the tax on unrelated business taxable income,or to review the Plan documents ro apply to diiaibutions from the Plan,to detem ne whether any distributions as
determine whether any investmenr ustrirc6ons are in accordance with the terms of required under the"required minimum distribution"rules of the IntmW
the Plan; Revenue Code,to determine whether any distributions that Schwab stay be
• Schwab hat no duty to assist to complying with any obligations that may be instructed to tinct art properly authorised under the teats of the Pian,or to
imposed under EFLISA,including,without limitation,the reporting.Participant trview any bentficiuv designations that rosy be truck by Plan Participants,
disclosure or bonding requirements of ERISA,
• Schwab has no duty to detcmurte the valuaders*[any asrca ire the Account but
w not traded on a resogrused txcltangt and t
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MsH completed brats to-
Charles Schwab br Co.,Inc,
Retirement Plan Services
P.O.Box 52056 A
Phoenix,AZ 55072-9209
Branch Oil°rce Account Number '
atwm charin$chat/ t:a.,bet,u no.rnav,rc mean si cit+m,cos xxxxjivo) .. , `t A
.___.__.___..___...__...,._,.,................................._,..,.._,._..__..._....___....__..___.... _.._.�Y-_.._..,_,,...___..---- ___--
Checking Signature Authorization
Complete this section if you've indicated you would like checks,Al Trustee(s)authorized to write checks must silts heti:.
s.
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Act:ttuttl Numbt:r � 0t?A Ntrmtnr ,_