Benefit Plans Administrative Services 12/26/2018

BPAS FIDUCIARY SERVICES DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT 1. PARTIES. This Agreement is made this•1 day of / t cf`l-t-' 2018,between City of Everett("Client"), whose principal office is located at 2930 WetMore Avenue, Suite 5-A, Everett, WA 98201 and BPAS Fiduciary Services, a branch of Hand Benefits &Trust Company, a trust company chartered under the laws of the state of Texas,("BPASFS")having its office located at 3401 Masons Mill Road,Suite 601,Huntingdon Valley,PA 19006. 2. APPOINTMENT. Client agrees to retain BPASFS to provide Client with the investment management services for the compensation specified in this agreement. Both Client and BPASFS intend to be legally bound by this agreement. BPASFS acknowledges and accepts that it is a fiduciary to Client within the meaning of Section 3(38) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Accordingly, BPASFS will provide investment management services to Client in conformance with all ERISA fiduciary standards including,but not limited to,all prohibited transaction rules and regulations. 3. TERM. This agreement shall remain in effect until terminated by either party upon 30 days' written notice. Upon termination, BPASFS agrees to furnish Client with all written work completed as of the date of termination. 4. CONFIDENTIALITY. Information provided by Client to BPASFS, including Client's identity,shall be treated as confidential("Confidential Information"). BPASFS agrees that no Confidential Information will be disclosed without the prior written consent of the Client(unless required by law,Court Order or agency directive, to make such disclosure or unless such Confidential Information becomes publicly available or known other than as a result of actions of BPASFS). In the event BPASFS is compelled to disclose confidential information by legal process,BPASFS shall give written notice to Client as soon as possible. 5. FEES. The investment management fee is as set forth in the Fee Schedule, effective on the later of receipt of Plan assets or the date of this agreement. The entire monthly investment management fee will be charged for any portion of the month for which assets remain under management. It is further agreed by and between the parties hereto that Client will bear the cost,if any,of all securities purchased for the Client. BPASFS shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the Client. Client and the Responsible Plan Fiduciary have entered into this Agreement(i)to be in the best interest of the Plan and its participants, (ii) to be necessary for the operation of the Plan, and (iii) to be reasonable based upon the compensation to be paid for Services contained in this Agreement.