Contract No. 10366 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), entered into as of Nov: 15, 2016 ("Execution Date"), by and between the City of Santa Monica ("City") and RNC Genter Capital Management LLC ("RNC "), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. RNC is qualified to do business, and is doing business, in the State of California.
RNC represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and RNC now desire to enter into an agreement for RNC to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on November 11, 2021, unless sooner terminated in accordance with Section 14.
2. RNC Services. RNC will perform all of the services ("Services") described in Exhibit A, Scope of Services, and Exhibit D-1, Investment Management Agreement. In the event of an inconsistency exists between the terms and conditions of this Agreement and the terms and conditions of the Investment Management Agreement, the terms and conditions of this Agreement shall control. RNC will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to RNC any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by RNC.
3.4 Execute a Prime Brokerage Amendment in substantially the same form as Exhibit D-2 for each account affected hereby.
3.5 Execute a Limited Power of Attorney in substantially the same form as Exhibit D-3 for each account affected hereby.
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4. Compensation. The City will compensate RNC an annual fee for the Services performed in an amount not to exceed 0.6% of the value of the City's portfolio, as set forth in Exhibit B.
5. Invoices. RNC will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Finance Department
City of Santa Monica
1717 4* Street, Suite 150
Santa Monica, California 90401
Attention: David Carr, Assistant City Treasurer
Email: [email protected]
Re: Contract No. 10366 (CCS)
with a copy to:
Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10366 (CCS)
6.2 All notices, demands, requests or approvals to RNC:
RNC Genter Capital Management
11601 Wilshire Boulevard, Twenty-fifth Floor
Los Angeles, CA 90025
Attention: Dan Genter and Beth Lehman
Email: blehman@RNC genter.com
[email protected]
Re: Contract No. 10366 (CCS)
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of RNC or any of RNC's agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations - 2 -
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and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and RNC, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, RNC must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by RNC or RNC's agents, representatives, employees or subconsultants for the duration of this Agreement. RNC must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to RNC's Services produced under this Agreement, RNC agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the acts, errors and/or omissions of RNC, or RNC's employees, agents, officers, and subconsultants.
RNC's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of RNC, its employees, agents or officers, or subconsultants; provided, however, that RNC's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding RNC's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from RNC, if City chooses to do SO.
10.2 Enforcement Costs. RNC agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 RNC may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of RNC or of any general partner or joint venturer or - 3-
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syndicate member of RNC, if a partnership or joint venture or syndicate exists, which results in changing the control of RNC, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. RNC, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If RNC fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to RNC.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to RNC. Upon termination of this Agreement, City will pay RNC any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. RNC must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. RNC may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. RNC may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 RNC must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. RNC must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 RNC must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. RNC must clearly identify all records and make them readily accessible to the City.
At the City's request, RNC must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. - 4-
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18.3 RNC must allow the City to have free access to RNC's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit RNC's records, and RNC agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by RNC, RNC agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by RNC or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by RNC or any subconsultant pursuant to this Agreement may be made available to any individual or organization by RNC without prior written approval by City.
19.2 At the City's request, RNC must furnish reports concerning the status of the Services.
20. Standard of Care. RNC agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of RNC's profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If RNC proposes to have any subconsultant perform any part of the Services, RNC must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.
21.2 RNC will be responsible for the quality of any subconsultant's work. Every subcontract or agreement of any kind entered into between RNC and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. _ (CCS) entered into between the
City of Santa Monica and RNC on
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and RNC agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. - 5-
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The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
Exhibit D-1 Investment Management Agreement
Exhibit D-2 Prime Brokerage Amendment
Exhibit D-3 Limited Power of Attorney
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA MONICA
ATTEST: a municipal corporation
Tick tole
sense Andersin-Wan By:
DENISE ANDERSON-WARREN RICK COLE
City Clerk City Manager
APPROVED AS TO FORM:
MOUTRIE
RNC Genter Capital Management LLO
By: _
Name: MAnuer 1. GUTIEKKER
Title: SR. VP/cro/eco
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Exhibit A
Scope of Services
During the term of this Agreement, Consultant (hereinafter referred to as "RNC") shall provide the following Services:
1. Direct the investment, evaluate the performance, and when appropriate, direct the sale and reinvestment of all assets under their supervision.
2. RNC is vested with full power and discretion to make all purchases and sales decisions in the Cemetery and Mausoleum Perpetual Care (Funds') account, and to vote all proxies, within the above restrictions and relying upon the Funds' statements as to the assets committed to RNC, when making these decisions. It is understood that in no way will the Fund give up ownership of the cash or securities in the Fund's account. It is further understood that RNC will not have the right to withdraw securities or cash from the Fund's account except for the management fee for investment advisory services.
3. Give instructions to the custodian for delivery or receipt of cash and/or securities.
4. Provide independent confirmation of all securities transactions to the City.
5. Monitor the credit worthiness of all investments.
6. Provide the City with regular monthly statements of investment activities.
7. Provide the City with quarterly reports of earnings and performance.
8. Meet with City representatives at least once per quarter or as needed to discuss investment results and strategy.
9. Inform the City as soon as possible of any extraordinary events with the potential to significantly affect the value or credit risk of specific investments in the portfolio or the portfolio in its entirety and discuss options for responding to those events.
10. Abide by City Council direction, the City's official Investment Policy and, where appropriate, all applicable government codes and regulations.
11. Direct the City's investments in a manner consistent with the principles of socially responsible investing as described below.
a. Investments are to be made in entities that support clean and healthy environment, including following safe and environmentally sound practices. - 7-
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b. No investments will be made in fossil fuel companies as defined by the organization 350.0rg.
c. No investments are to be made in tobacco or tobacco-related products. d. No investments are to be made to support the production of weapons, military systems, or nuclear power.
e. Investments are to be made in entities that support equality of rights regardless of sex, race, age, disability or sexual orientation.
f. Investments are to be made in entities that promote community economic development.
12. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the undersigned may have under any federal securities laws.
13. RNC represents that it is registered as an investment advisor under the Investment Advisors Act of 1940. RNC acknowledges that is a "fiduciary" (as that term is defined by the Employment Retirement Income Security Act of 1974) (ERISA) with respect to the Fund's account.
14. The City hereby represents that employment of RNC, including the right to make decisions with respect to the voting of proxies, is authorized by, has been accomplished in accordance with, and does not violate any documents governing the account. The City will furnish Management with true copies of all governing documents.
15. Recognizing that risks are inherent in the City's investments in securities and that some investment decisions will result in profits, others in losses, the City acknowledges that RNC cannot assure that a net profit will be obtained, but only that RNC will apply its best judgment to the City's investments. The performance of the securities purchased for the City's accounts will be continually evaluated by RNC to determine whether the security position should be liquidated (even if below the original purchase price), increased (even at prices higher than originally acquired), or maintained.
16. It is understood that RNC is authorized to allocate commission business on purchase and sales in the City's accounts in return for various research, brokerage, accounting, financial and market information and services and other information and services beneficial to RNC in managing client accounts.
17. The City has received a copy of the information contained in Part Il of form ADV as required by Rule 204-3 of the Investment Advisers Act of 1940, which includes RNC's privacy notice and proxy voting policy summary.
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18. In the event RNC deems it prudent to utilize another "outside" manager that is not a mutual fund registered under the Investment Companies Act of 1940, the City and RNC will mutually agree to the fee structure charged by the "outside" manager.
19. In the event the Investment Advisor Service Agreement previously entered into by and between RNC and Charles Schwab Institutional is terminated, RNC shall assist the City in transferring the accounts to another suitable firm within a commercially reasonable amount of time.
20. RNC personnel will act in adherence to the RNC Compliance Manual. The activities covered under the manual include registration requirements, marketing, advertising and client solicitation, establishment of client relationships, portfolio management and trading practices, personal trading policies, books and records retention, and business continuity plan. The compliance program is administered and monitored by the Chief Compliance Officer who tests the effectiveness of each of the firm's policies and procedures on at least an annual basis. RNC Genter Capital Management employees are required to review and accept the policies and procedures set forth each year, and upon initial employment.
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Exhibit B
Budget
Fee Schedule
Applicable Fee Rates. For portfolio management services, Adviser's annual fee is based on the fair market value of the Account. The fee schedule is as follows:
Annual Fee Account Market Value
0.600% on the entire account for each account
If the City and RNC mutually agree to engage the services of an outside manager, the two parties will meet and confer to mutually agree upon the fee structure for the services of the outside manager.
Any "out-of-pocket" fees charged by any other entity hired by RNC, to either to the City or RNC, will be the responsibility of RNC.
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Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (non- owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #2).
If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts or equipment furnished in -11 -
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connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
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c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
#1: Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
#2: Professional Liability insurance is required if the Consultant is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.). However, some Consultants, such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.
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Exhibit D-1
Investment Management Agreement
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R INVESTMENT MANAGEMENT AGREEMENT
05 Client Registration: City of Santa Monica Custodian: Charles Schwab I request that my Account be managed by RNC GENTER CAPITAL MANAGEMENT ("Management") based on the following terms:
Wis understo the his gent et it pror ed dale of cia be anany ed by md prin of pread ves ile rode to in written notice to Management.
2. cognizang that risks are inherent in my investments in securities in that some investment decisions will result in profits, others in losses. knowledge that Management cannot assure that a profit will be obtained, but only that Management will apply its best judgment to n vestment. The performance of the securities purchased for my Account will be continually evaluated by Management io determinc whether th ccurily position be liquidaled (even if below the original purchuse price). increased (even at prices hicher than originally acquired). c maintained.
3. it is understood that management fees are puyable annually in advance at the beginning of each annual management period. Such fees will be charged aguinst my Account und shall be based on the total market value of my Account. Net additions during the year will be billed on a prorated basis. A nonrecurring, nonrefimdable, one time set up fee of 5250, is payable in advance. Annual fees are set as follows, subject to an annual minimum of $4.750 except as noted:
* caims ander 53-0t.001 Fee
ccounts $3,000.000 and ovel
On-the-line 550001ed of Account: 100%
Om amamts over $5,000,000. -0.75%
On the next $2;600,004 of my-Account: 1.00%
* Please refer to city of santa monica Fixed Income Accounts Fee le minimum account siet. $.30%
Professional Services Agreement Exhibit B Budget/ Fee schedule
4. Management is vested with full power and discretion to make all purchase and sell decisions in my Account and to vote all proxies relying upon my statements of the assets commitled to Management. Management will honor my instructions regarding the use of a specific Broker of record 8) a portion of Management's cliens are referred by various brokers, including Broker of record for my Account; h) Broker may have referred my Account to Management ond as a result, Munugement may have a potential conflict of interest in negotiating on my behalf, the brokerge commission rate or the amount of the flot fee for brokeroge; C) the brokenge commission rule or fat fee for brokeruge which I have negotiated may be higher or lower than that which could be obtained from anollier brokerage firm or which Management's other clients may pay; d) Monagement may bot be able to aggregate trades for my Account with other clients, and ohtain volume discounts, and therefore may not be able to obtain best execution for my Account: and 4) the price my Account pays or receives for o security may be higher or lower than the price paid or received by Management's other clients who may utilize various brokers,
further represent to Manugement that I have determined that in view of the services being provided by Broker, which may include manage selection, performance neasurentent, and custodial services, the direction of my Account's brokerage to a specilic Brokur of record and brokerage payment arrangement set forth herein is in the best interests of iny Account: and if my Account is subject to the Employee Kelirement Income Security Acl of 1974 as amended, (ERISA), is for the exclusive purpose of providing benefits to participants and beneficiaries of my Account, and shall not constitute or cause my Account to ho engaged in a "prohibiled transaction" os delined by ERISA. It is further understood that Management will not have the right to withdraw securities or cash from my Account except for the management fee for investment advisory services.
5. This agreement may not be assigned to any other person or organization without my consent. Management assumes no responsibility for action aken or omitted in good faith if such uction does not involve negligence or willful violation of applicable law. Culifornia law shall govern this agreement. The federal securities inws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation ol'uny rights, which the undersigned may have under any federal securities laws
6. Vanagement represents that it is registered ns an investment adviser under the Investment Advisers Act of 1940 and that such registration i urrently eleclive. I my Accuunt is subject lo ERISA. Monagement acknowledges that it is o "fiduciary" (us that lerm is defined by BRISA with respect to my Account.
7. It is acknowledged that 1 have received a copy of the informution contained in Pan 2A and 2B of Form ADV as required by Rule 204-3 of the Investment Advisers Act of 1940, which includes Management's privacy notice, and proxy policy summary. I hereby represent that employment accordance with, does not violnte, any existing trust or retirement plan documents governing my Account. 1 will furnish Management with true
8. 9.
Assel Allocation: Fixed Income Stule Equity Style
Equity Municipal Intermediate (M) Taxable Intermediate (I) Growth/Value (C) Balanced/Growth Municipal Short-term (R) Taxable Short-term (S) Growth (G) Balanced/Income Municipal/Taxable Blend (A-C) Taxable Short-term Government (G) Value (V) Balanced/Maximum Income Corporate Intermediate (H) High Dividend (D) Balanced/Custom Corporate Short/Intermediate (J) _Tax Efficiency (E) Fixed Income Other Mutual Funds/ETF's
1012/16
Accepted: RNC Gepter Capital Management
11/8/16 Dan Rea 10/17/16
RNC Authorized Signature Date Clien Date
H/OPS/NA/RNC/AMA/BROKER Revised 7/14
Exhibit D-2
Prime Brokerage Amendment
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Prime Brokerage Amendment
charles
SCHWAB (Account Holder)
This Amendment contains important terms and conditions that add 10 Brokerage Account falls below the minimum net equity requirements of the terms and conditions of the Brokerage Accoul Agreement of the the SEC Letter, Account Holder understands and agrees that Schwab will undersigned ("Account Holder") and any other agreements between no longer be able to accept PBS trades on behalf of Account Holder and Charles Schwab & Co., Inc. ("Schwab") and Account Holder that appiy must notlfy all applicable Executing Brokers of such fact. to Account Holder's Brokerage Account. If any of the terms and conditions
3. Authorization
of this Amendment should conflict with those of any other agreements that apply to Brokerage Account of Account Holder, this Amendment will If Account Holder has Indicated on the Brokerage Account Application or control. Capitatized terms in this Amendment have the same meaning as etherwise that Advisor has the authority to execute trades for Brokerage In the Brokerage Account Agreement unless otherwise defined. Account Account of Account Holder, Account Holder hereby authorizes Advisor to Holder has carefully read this Amendment before signing it and has be Account Holder's agent and attorney-in-fact, and In such capacity to retalned a copy for reference. give Instructions to Schwab or any Executing Broker In connection with any account with an Executing Broker in addition to Account Holder's Prime Brokerage Services ("PBS") is designed to give customers the Brokerage Account at Schwab, and to take all other actions necessary abllity to execute trades of certain assets at broker-dealers other than Schwab ("Executing Brokers"), which Executing Brokers may consist of or incidental to the execution of such instructlons. Schwab, and other executing Self-Clearing Firms or Clearing Firms of Introducing FIrms persons, Including any Executing Broker, to whom Schwab has given Instructlons in order to implement the Advisor's instructions, may rely acting as Executing Brokers. No Option trades, however, are permitted on Advisor's instructions without obtaining Account Holder's approval, to be executed away from Schwab for accounts custodled at Schwab, countersignature, or co-signature. Schwab's authority will include, for and Schwab will not settle Option transactions executed away pursuant purchases, sales, and, where necessary to complete any transaction, to this Amendment.
the authority to transfer, convert, endorse, sell, assign, set over, and All PBS transactions shall be subject lo all applicable laws and the rules deliver assets held In any Accounts with Executing Brokers or Brokerage and regulations of all federal, state, and self-regulatory agencles, Account of Account Holder.
Including, but not limited to, the Securities and Exchange Commission If Account Holder has executed the Appendix below, Executing Broker will ('SEC"), all relevant securities and commodity exchanges, the Municipal send the confirmation to Advisor in care of Schwab as the prime broker, Securities Rulemaking Board, the Financial Industry Regulatory Authority, and Schwab will send to Account Holder a notificatlon of the transaction, the Board of Governors of the Federal Reserve System, and the which may be a trade confirmation, setting forth trade details, and will constitutions, rules, and customs of the exchange or market (and Its also send a trade confirmation. If Account Holder has not executed the clearing house, if any) where executed. in addition, It is Intended that all PBS transactions shall be performed in a manner not Inconsistent with Appendix below, applicable Executing Broker or Its delegate will send the SEC No-Action Letter dated January 25, 1994, relating to prime directly to Account Holder a confirmation of each trade executed by it on behalf of Account Holder pursuant to this prime broker arrangement. brokerage services, which was Issued by the Division of Market Account Holder understands that executing the Appendix below is not a Regulation, as It may be amended from time to time (the "SEC Letter"). condition for entering into this prime broker arrangement or executing Terms and Conditions trades with any Executing Broker. A copy of any confirmation sent by an Executing Broker to Schwab will be available upon written request
1. Accounts with Executing Brokers to Schwab.
To facllitate the execution of trades by Executing Brokers on behalf of Account Holder also understands that monitoring account activity is Account Holder, Account Holder authorizes its investment advisor Account Holder's responsibllity. Schwab provides account statements and ("Advisor") to open accounts with applicable Executing Brokers (elther at notifications to Account Holder to facilitate this process, but has no duty to Self-Clearing Firms or at Clearing Firms of Introducing Firms, as the case supervise or monitor Account Holder's accounts or the actions of Advisor. may be) in cooperation with Schwab. These accounts at Executing Account Holder further authorizes Schwab and any Executing Broker.
Brokers shall be titled in the name of Schwab designated for the benefit of the advisory clients of Advisor (the "Accounts with Executing Brokers"). acting upon Advisor's Instructlons, to aggregate transaction orders for Brokerage Account or Accounts with Executing Brokers with orders for
2. Authorized Investment Advisor and Minimum Net Equity one or more accounts over which Advisor has investment discretion or to Account Holder understands that it must authorize Advisor to trade for its accept or deliver assets in transactions executed by other broker-dealers Brokerage Account before Account Holder can be eligible for PBS. This where Advisor has so aggregated orders. Executing Broker shall confirm authorization must be on a form supplled by Schwab. Before Account on an aggregate basis any aggregate transactions effected upon Holder Is eligible for PBS, Advisor must have entered Into a Prime Advisor's Instruction. Account Holder agrees that if such aggregated Brokerage Services Agreement (Investment Advisor) or Its equivalent with order Is executed In more than one transaction, Account Holder's portion Schwab that includes terms and conditions specifically addressing PBS of such order may be deemed to have been executed at the weighted Account Holder understands and agrees that Account Holder is required average of the prices at which all of such transactions were executed. to malntaln in Its Brokerage Account such minimum net equity In cash or 4. Trading securitles as may be required, from time to time, by Schwab (the Account Holder understands and agrees that no transactions or trades "Minimum Net Equity"), which shall in no event be less than the minimum may be effected on behalf of Account Holder through an Executing Broker net equity required by the SEC Letter. Account Holder also understands and agrees that in the event Its Brokerage Account falls below such unless Schwab and the applicable Executing Broker have entered into a Minimum Net Equity, Account Holder must bring its Brokerage Account Prime Brokerage Agreement and the Account Holder has been accepted Into compliance In a timely fashion that in no event will be later than the for prime brokerage services as provided therein. Such acceptance for deadline required by the SEC Letter. In the event Account Holder's prime brokerage services shall not obligate Schwab to clear and settle any transactlon initlated by Account Holder or Its Advisor with an wel
@2014 Charies Schwab & Co., inc. ("Schwab").
Al Ments reserved. Menihar CIPA
CS21134-01 (0414-1983) APP12234-09 (04/14) 1 2 3 4 -
By signing below, Account Holders agree to read and be bound by the terms and conditions of this Amendment. Signers must be the same as those who executed the Brokerage Account Agreement. Furthermore, Account Holders acknowledge that they have received a copy of the Account Terms in this appilcation to retain for their records.
Date 10/21/2016
Signature: Acobunt Holder mm/dü/yyyy.
Gigi Decavalles- Hughes
Print Name
Daal Ran 10/17/2016
Date m//)
Signature: : Additional Account Holder
DAVID R. CARR
Print Name Account Number
Appendix: CONFIRMATION NOTICE AUTHORIZATION
The undersigned does not wish to receive confirmations from any of the Executing Brokers in connection with the undersigned's prime broker relation- ship with Schwab. Because the undersigned will receive confirmations from Schwab for each transaction effected for the undersigned's Account, the Executing Brokers are hereby authorized to send confirmations to the undersigned's Advisor, in care of Schwab as the prime broker. If requested, all Executing Brokers shall be entitled to rely upon a copy or facsimile of this Confirmation Notice forwarded by Schwab or the undersigned's Advisor. If this Appendix is not signed, Executing Brokers or thelr delegates will send confirmations directly to Accourt Holder(s). However, regardless of where confirmations are sent, no differential fees will be charged. In addition, choosing to direct receipt of confirmations is not a condition of the prime broker relatlonship or the execution of trades through the Executing Brokers. увеснена 10/21/2016
Date
(mm/dd/y/y)
Signature: Account Harder 10/12/2016
Panklan
Date
Signature: Additione Account Holder (mm/do/yyyy)
For Charles Schwab Use Only
Pint Name of Approver Signature Date (mm/dd/yyy)
WB
@2014 Charles Schwab & Co., Inc. (*Schwab").
All rights reserved, Member SIPC
CS21134-01 (0414-1983) APP12234-09 (04/14) * A P 12 234-09 • 3 * Exhibit D-3
Limited Power of Attorney
- 16 -
February 2016
Limited Power of Attorney (LPOA)
charles for Investment Advisor
SCHWAB
Investment Advisor ("lA") Information (This portion to be completed by IA.)
RN C CAPITAL MANAGEMENT
IA Firm Name (Please print.)
IA Master Account Number 0800-4212 IST West 2
Service Team
Advisor Contact Information (if follow-up is required)
Prior IA FIrm Name belson Capitas tyranagement
(Please complete it authorization balow toplaces authority previously SchwabLink® Investor Checking Master
If you do not have a SchwabLink Master for your Schwab Bank High Yield Investor Checking® ("High Yield Investor Checking") accounts), please contact your sales representative to get one establlshed. %% Yas O Nor a principal, employee or related person of your firm) an owner, trustee, executor, guardian, conservator or custodian of this accoune? If "yes," is It intended that this account will hold assets belonging to persons or entities other than your firm, your firm's employees or yourself, or relatives of you or your firm's members? Eyes ONo
*A "related person" is defined as any advisory affiliate or any person who Is under common control with your firm. See Form ADV for additional Information.
Use this form to grant Ilmited authorty over your existing brokerage account at Charles Schwab & Co., Inc. ("Schwab") and, If applicable, your linked High Yield Investor Checking account at Charles Schwab Bank ("Schwab Bank") to the lA named above.
1. Account Holder Information
Brokprage Account Number High Yield Investor Checking Account Number (if appilcabic) Decavalles-Hughes
Accoun: Holder's First Name Middle Lost
David Caxr
Addit!onal Account Holder's First Name Middle
Additional Account Holder's First Name Middle Last
City of Santa Marica
Trust/Organization Nème*
Please contact your advisor If you are switching from asset-based pricing to transaction-based pricing. You will be required to complete the Asset-Based Pricing to Transaction-Based Pricing Conversion Form.
*May require additional documentation; please contact your service team for detalls.
Brokerage Products: Not FDIC-Insured - No Bank Guarantee • May Loso Value For Charles Schwab Use Only
Account Number
WB
D2014 Charles Schwab & Co., Inc. ("Schwab")
All rights reserved, Member SIPC
S22692-01(1214-8072) APP10504.22 (12114' * A 5 4 2 1*
4. Schwab Bank High Yield Investor Checking® Investment Advisor Authorizations (If you do not have a High Yield Investor Checking account, please skip this section.) If you have listed a High Yield Investor Checking Schwab Bank reserves the right, in its received by Schwab Bank; such revocation account in Section 1 of this form, please read sole discretion, to no longer honor will not affect my obligations resulting from this section. These Investment Advisor instructions from my lA and will notify me transactlons intlated prior to Schwab Bank's Authorizations are an agreement between if It chooses to do so; receipt of notice of revocation; Charles Schwab Bank ("Schwab Bank") and (6) understand that this form supplements and (3) hereby ratify and confirm any and all
each Account Holder. The terms *l," "me" and transactions or dealings effected In and for In no way limits or restricts rights which "my" refer to each Account Holder or trustee. Schwab Bank may have under existing law my High Yleld Investor Checking account by
my iA, and l agree to indemnify and hold or any other agreement with me. This form (1) authorze the Investment Advisor (IA) named harmless Schwab Bank, its affiliates, and will bind my heirs, executors, administrators, on this form to exercise the authoritles their directors, officers, employees and successors and assigns, and will benefit described in Section 2 of this form, and I agents from and against all claims, actions, Schwab Bank's successors, affiliates and authorize Schwab Bank to take such actions judgments, settlement amounts, costs and assigns; as Schwab Bank deems necessary to carry liabilities, Including attorneys' fees, arising (7) certify that I have read carefully the out instructions Schwab Bank receives from out of or relating to their rellance on this provislons of this form and understand that me and/or my lA; i further authorize Schwab form and these Account Terms, Schwab it authorizes my lA, herein named, to Bank, in its sole discretion and for whatever Bank's execution of my lA's instructions exercise all rights and powers set forth reason, to request additional documentation and Schwab Bank's execution of disburse- above with respect to my High Yield Investor from me prior to executing any transaction ment instructions received from my lA's Checking account, and I understand that requested by my IA; Disbursement Authority; anything my IA may do in the exercise of (4) agree to indemnify and hold Schwab Bank such rights and powers is fully binding upon • Schwab Bank will merely effect transac- harmless from, and to pay Schwab Bank me; I hereby authorize the lA named in this tions as directed by my lA's Disbursement promptly upon demand for, any and all form and in such capacity to give Instruc- losses or financel obligations which may tions to Schwab Bank in connection with my arise from the acts or omissions of my IA High Yield Investor Checking account • Schwab Bank will not give legal or tax specified on this form, and to take other with respect to my High Yield Investor
advice;
Checking account. I also agree that Schwab actlons necessary or incidental to the • Schwab Bank is not acting as a fiduciary: Bank will not be liable, and i will not attempt executlon of such instructions: I authorize • 1 (and not Schwab Bank) am responsible to hold Schwab Bank Ilable, for any transac- Schwab Bank, and other persons to whom for Investigating and selecting my IA; tlon or decision made by my lA, whom I have Schwab Bank has given instructlons in order selected, regardless of whether or not any to Implement my tA's instructions, to rely on • my lA is not affiliated with, or controlled
or employed by, Schwab Bank, and such transaction or decision was specifically my lA's Instructions without obtaining my Schwab Bank has not approved authorized by me; approval, countersignature or co-signature. I (5) understand that this authorization and understand that this is not a Durable Power recommended or endorsed my IA;
indemnification will remain in effect until of Attorney and that all authorty granted to unless required by applicable law. my IA shall cease automatically upon Schwab Schwab Bank is notified in writing of my
Schwab Bank has no duty to review, Bank recelving written notification from a death, mental disabillty, incompetence or
supervise or monitor any transactlon by incapacity, or untll I have revoked it by licensed physiclan of my mental disablilty, my IA In my High Yeld Investor Checking written notiflcation, and such notification is Incompetence, incapacity or death. account; and
5. Certification of Trust-Trust Accounts Only
By signing this Limited Power of Attorney form on behalf of a Trust, each Trustee signing below (the "Trustees') certifies that the representations and warranties in the attached Certification of Trust are true and complete.
6. Please Read, Sign and Date
The terms "I," "me" and "my" refer to each Furthermore, by signing this agreement, / Information relating to the Account Holder and Account Holder or Trustee. By signing below, | acknowledge that these terms relate to my the account to the Account Holder's IA, If and In authorize the investment Advisor (IA) named on such manner as requested by the Account page 1 of this document to be my Agent Holder's IA; (If) sending such Information about (attorney-In-fact) to the extent provided In this the Account Holder and the account to third Limited Power of Attorney (LPOA) document. Agreement between me and Schwab Bank for partles (such as CPAs or performance-reporting Further, I certify that I have read carefully the my High Yeld Investor Checking account. companles) as the Account Holder's IA shall provisions of this LPOA document. By signing direct Schwab; and (lil) disclosure of Information this Limited Power of Attomey, each Trustee about the Account Holder and the account to signing below (the "Trustees") certifles that the other third partles as provided In this LOA and presentatlons and warranties In the attach the Account Agreement. Furthermore, 1 rtification of Trust are true and comple acknowledge that I have recelved a copy of the Account Terms to retain for my records.
we
©2014 Charles Schwab & Co., Inc. (Schwab").
ill rights reserved. Member SIPO
22692011254072) AP10504-22112/10 P P 1 0 5 4 2 2 3
Limited Power of Attorney (LPOA)
chartes for Investment Advisor Agreement
SCITWAR
These terms relate to your Schwab brokerage account and are part of the Account Agreement between each Account Holder and Schwab, Please retain for your files.
This LOA amends the Account Holder's IA fee payment authorization) to my lA in the provide to Schwab, Information regarding my Account Agreement. amount of my lA's Instructions. I have authorized Account as Schwab may reasonably request. If Trading Authorizatlon. If I have Indicated on this my IA in writing to receive fee payments directly any of lA's empioyees is associated with a LPOA that the Investment Advisor ("IA") named from my Account. Schwab may rely on the member of the Financial Industry Regulatory above, which i understand may be referred to as Instructlons submitted by my IA, and will have Authority (FINRA) or affiliate, Schwab is "Investment Manager" or "IM" in other no responsibility to confirm those instructions authorized to deliver information concerning my documentation relating to my Account, will have with me or verlfy the fees. Schwab may redeem Account to such member upon request. Schwab the authority to direct Charles Schwab & Co., money market fund shares in my Account to the may provide IA, at no fee or at a discounted fee, Inc. ("Schwab") to execute trades in my Account, extent necessary to pay these fees. My lA's fees with research, software and other technology, I authorize Schwab to accept Instructions from deblted from my Account will appear on information and consulting services and other IA regarding my Account, and to take all other Schwab's statements of my Account (or another products and services that benefit IA. These actions necessary or incidental to the execution account registered to my name over which I products and services may not necessarliy of such instructions, as If shall direct. If my have granted IA fee payment authorization). benefit my Account.
Account has a margin feature, Schwab is Disbursement Authorization: If I have indicated I acknowledge, understand and agree that authorized to accept instructions from IA to on this Application that my IA will have trading (1) Schwab Advisor Network® member advisors trade on margin, to sell short, to borrow and disbursement authorty over my Account, i pay Schwab fees to be members; (2) Network securities, to otherwise cause credit to be authorize Schwab to disburse assets from my member advisors are Independent and not extended through the Account, and to secure Account for investment purposes, and funds to employees or agents of Schwab; (3) Schwab the performance of obligations in the Account me personally, as instructed by my IA. On my prescreens Network member advisors and with any assets held in the Account (the IA's Instruction, Schwab Is authorized to remit checks their experience and credentials agalnst "Account Assets"). If my Account is authorized checks, wire funds, and ctherwise make criteria Schwab sets; (4) neither an IA's for option trading, Schwab is authorized to disbursements of funds held in my Account to: membership in Schwab Advisor Network not accept instructions from IA to purchase and sell (1) banks, other broker-dealers, investment Windhaven's or ThomasPartners' afflliation with (write) index participation contracts and covered companies or financial institutions to or for Schwab changes that (A) I am solely responsible and uncovered option contracts on securitles credit to an account of identical registration; or for (i) the decision to hire IA, (li) what authority and securities-related Indexes, up to my (2) to me at my address of record. to give IA and (lil) evaluating lA's services and approved level of options trading strategy. Role of Charles Schwab & Co., Inc. 1 acknow- performance; and (B) Schwab (!) does not Schwab, and other people to whom Schwab has edge and agree that: Schwab will merely carry supervise IA and (Il) takes no responsibility to given instructions in order to implement the IA's out transactions as directed by me and/or lA as monitor IA's performance or transactions in the instructlons, may rely on lA's Instructions the case may be; 1 (and not Schwab) am Account; and (5) if I was referred to IA through without obtaining my approval, countersignature responsible for investigating and selecting IA; the Schwab Advisor Network or referred to or co-signature. IA's authorty will Include, except in the case of Schwab's affiliated lAs, Windhaven or ThomasPartners, I recelved, read without limitation, the authority to give Windhaven Investment Management, Inc. and understood the Schwab Advisor Network Instructions for transactions In securitles and (Windhaven®") and ThomasPartners, Inc. Disclosure Document and the Windhaven financlal Instruments, Including the buying and ("ThomasPartners*"), lAs are not affiliated with, Disclosure Brochure or the ThomasPartners selling of stocks, bonds, debentures, notes, or controlled or employed by Schwab; and Disclosure Brochure. subscription warrants, stock purchase warrants, Schwab has no duty to supervise or monitor Termination of Authorlzations. The authoriza- covered and uncovered optlons (If I have trading by me or by IA, Including Windhaven and tions | have granted in this LPOA will remaln authorized trading covered and uncovered ThomasPartners, In my Account. Schwab will effective until | or lA have revoked or terminated options, and only up to my approved level of send me written confirmations of my trades any of them by giving notice to Schwab, elther by options trading strategy), mutual fund shares, executed through Schwab and monthly mall, telephone, facsimile, telegraph, messen- evidences of indebtedness and any other statements of all activity in my Account. ger, electronic mail, volce mail or otherwise, securities, Instruments or contracts relating to I authorize Schwab to obtain from IA, and lA to provided, however, that Schwab reserves the securities. provide to Schwab, information regarding my right to require written notice or confirmation I authorize Schwab to take such actions as Account as Schwab may reasonably request. that such authorization has been terminated or Schwab deems reasonably necessary to carry If my lA and/or 1 direct Schwab to act as revoked. I understand that i may revoke or out instructions Schwab receives from me and/ custodian of non-publicly traded assets, I terminate all authorizations or designations or IA. I further authorize Schwab, acting upon acknowledge and agree: (1) that non-publicly conferred herein at any time. Unless revoked or IA's instructions, to aggregate transaction traded assets generally lack a liquid market and terminated by me, all authorizations and orders for my Account with orders for one or that the value of such assets may be difficult to designations conferred hereln to IA shall more other accounts over which IA has trading ascertain; (2) that any estimated yalue refiected continue to apply to lA's successors or assigns. authorzation or to accept or deliver assets in on my account statement or other communica- Such revocatlon will not affect my obligatlon transactions executed by other broker-dealers tion from Schwab Is for informatlonal purposes resulting from transactions initiated prior to where IA has so aggregated orders. I agree that only and may be significantly different from the Schwab's receipt of such notice. I understand If any such aggregated order is executed in actual market value or the liquidation value of that if Schwab terminates Its IA Service more than one transaction, my portion of such such assets; (3) that Schwab has no responsi Agreement with IA, Schwab will not be obligated order may be deemed to have been executed at bllity for, nor does Schwab guarantee the to honor any further instructions from IA; I will the weighted average of the prices at which all accuracy of, any such valuation of assets, even have exclusive control over, and responsibillty of such transactlons were executed. if the assets have been valued by a pricing for, my Account; and unless Sthwab notifies me Foe Paymont Authorlzation. If I have indicated service selected by Schwab; (4) that Schwab otherwise, my Account will become a Schwab on this Application that my IA will have fee may require that i sign an addendum to my retall brokerage account subject to all terms and payment authority over my Account, I authorize Account Agreement If Schwab agrees, in the conditions appilcable thereto, Including fees and Schwab to pay investment adylsory and related exercise of its discretion, to accept custody of commissions, Investment products and other fees from my Account (or another account any non-publlcly traded assets in my Account. 1 services avallable to Schwab retail customers. registered to my name over which I have granted authorize Schwab to obtain from IA, and IA to Schwab will notlfy me as soon as reasonably possible after any such termination.
WB
©2014 Charcs Schwab & Co., Inc. (*Schwab"). All rights reserved. Member SIPC.
CS22692-01 (1214-8072) APP10504-22(12/14)
Certificatlon of Trust-Trust Accounts Only
the Account and to a Trustee personally), and, if propriety (i) of any instructions received from This Certification sets forth the Trustees' any Trustee or (i) of payments or deliveries to or representations and warrantles regarding ther the Margin Borrowing feature is not declined. to trade socurities on margin or otherwise among the Trustees, By signing this Appilcation, authorty under the Trust. Please retain for each Trustee further represents, warrants and your flles. (including the purchase and/or sale of options contracts) for and at the risk of the Trust and to certifies that there are no other currently acting By signing the Appilcation, each Trustee grant authority to a brokerage firm, acting as Trustee(s) of the Trust other than those signing represents and warrants that Charles Schwab & principal or otherwise, to pledge, repledge, this Application. Should only one person execute Co., inc: ("Schwab") Is authorized, as a hypothecate or rehypothecate assets of the this Application, It is a representation that the brokerage firm, to open and maintain the Trust. The Trustees agree to decline the Margin signer is the sole current acting Trustee. Finally, Account on behalf of the Trust identified in this the Trustees represent, warrant and certify that Application (the "Trust") in accordance with the Borrowing feature If such authorizations for borrowing are not contalned in the Trust. Note: the Trust has not been revoked, modified or account agreements applicable to this Account. Additional documents are required to add amended In any manner which would cause the including without limitation, the authority to someone as Power of Attorney. In order to trade representations contained in this Certification to accept, hold and deliver assets belonging to the optons in a Trust Account through Schwab, the become Incorrect or Incomplete. Each Trustee Trust, and to accept orders and other instruc- Trust must meet certaln financlal requirements, agrees to notify Schwab immediately in writing tions relating to the Trust from any of the and the Trustee(s) must meet certal Investment of any change that would cause this Certification Trustees. The Trustees represent, warrant and to become incorrect or Incomplete. certify that elther the Trust Agreement or experlence requrements and complete a separate Schwab Option, Margin and Short The Trustees acknowledge and agree that all applicable law grants the Trustees the power to Account Application. The Trustees further prior designations, consents and authorizations delegate to others (such as a financial advisor) represent, warrant and certify that, if the which may have previously been agreed to by the authority to give trading instructions with Trustees pledge Trust assets (Including any prior trustee(s) acting on behalf of the respect to the Trust's Account with Schwab and, Accounts) shall continue to apply both with if so Initlaled in Section 2 of this Application, to securities owned by the Trust) to secure obligations owed to Schwab, the Trust expressly respect to the Trust and to the Trustees. The authorize Schwab to: (1) execute trades In the authorizes the Trustees to enter Into such Trustees further acknowledge and agree that the Account at the direction of lA (as defined in the pledges. The Trustees further represent, warrant Account will remain subject to any prior Applicatlon) as provided under the Trading and certify that the Trust authorizes the agreements (Including any addenda, and/or Author|zation heading In the attached Schwab Trustee(s) 10 grant a lien and right of set-off in amendments thereto) as may currently be One® Account Application Agreement; favor of Schwab to secure the repayment of all applicable to the Accounts), Including, but not (2) disburse assets for investment purposes Ilmited to, the terms and conditions of any or to Trustees personally, as instructed by lA; present or future Indebtedness.
The Trustees represent, warrant and certify that Account Agreements) and Disclosures relating (3) remit checks, wire funds and make certain to the Trust, as each may be amended from time disbursements of funds held in the account as Schwab Is authorized to follow the Instructions of any Trustee to dellver funds, securitles and to time. The Trustees agree to assume by way of regulations permit (i) to banks, broker-dealers, assignment from any prior trustee(s) all trustee investment companies or other financial other assets in the Account to any Trustee or on any Trustee's instructions, because either obligations and llabliltles set forth in any of the institutions for credit to an account of Identical applicable Trust Agreements), whether or not registrations, or (Il) to Trustees personally at (1) the Trust expressly authorizes that each Trustee, If more than one, is authorized to act each Trustee personally executed such applica- their addresses of record; and (4) to pay tlons or agreements) on behalf of the Trust.
Investment advisory and related fees from the individually, Independently and without consent Account in the amount of lA's Instructions. The of the other Trustees; or (2) the Trustees have Each Trustee hereby, jointly and severally, in disbursement authorization does not apply to consented to each Trustee acting individually, both personal and representative capacities, Schwab MoneyLink® distributions or direct, independently and without the consent of the agrees to indemnify Schwab, its affiliates, ongoing electronlc payments of dividends, other Trustees with respect to the Account and officers, directors, employees and agents from, interest, and money market Income. Note: that such delegation of authority is expressly and to hold such persons harmless against, any Trustees acknowledge and agree that Schwab authorized by the Trust and applicable law. The claims, Judgments, surcharges, settlements or cannot confirm the account registration at the Trustees agree that any notice sent to one other liabilities or costs of defense or settle- recelving financial Institution and will rely solely Trustee will constitute notice to all Trustees. ment (including Investigative and attorneys' on the representations of the lA as to the Schwab, In its sole discretion and for Its sole fees) arising out of or related to any act or Identical registratlon of the recelving accounts. protection, may require the written consent of omisslon to act by any Trustee with respect to The Trustees represent, warrant and certify that any or all Trustees prior to acting upon any the Trust Agreement expressly grants them the The representations and obligations stated in power to buy, sell (including short sales), The Trustees represent, warrant and certify that this Certification will survive the termination of exchange, convert, tender, redeem and withdraw neither they nor the Trust Impose any obligation assets (including delivery of assets to and from upon Schwab for determining the purpose or WB
©2014 Charles Schwab & C nawab. All rs reserved. Member SIPC.
CS22692-01(1214-8072 APP10504-22 (12/14
00125414