08-22-22 CC Packet - Laserfiche WebLink

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to investigate the accuracy or completeness of such information. Client may choose another investment strategy at any time. It is further understood that Client shall be responsible for determining that the investment strategy is reasonably designed to further the purposes of the Portfolio, having taken into consideration: (i) the composition of the Portfolio’s investments with respect to diversification; (ii) the liquidity and current return of the Portfolio relative to anticipated cash flow requirements or needs; and (iii) the projected return of the Portfolio relative to funding objectives. 4. Investment Management Services. a. Investment Strategy. VIAS will manage the Portfolio in accordance with the investment strategy selected by the Client. The investment strategy shall include the allocation of Client’s Portfolio in securities including, but not limited to, and without limitation on the amount that may be invested therein, mutual funds sponsored, managed, maintained by, or affiliated with, Vanguard or any of its affiliates (collectively, “Vanguard Investments”). VIAS shall construct and manage, invest and reinvest Client’s Portfolio on a discretionary basis in accordance with guidelines set forth in the investment strategy and in doing so, shall be fully entitled to rely on the investment strategy at all times. VIAS may change the investment recommendations set forth in the Strategies at any time upon 30 days prior notice to the Client. b. Appointment of Investment Agent and Delegation of Authority to Act. For purposes of managing the Portfolio, Client hereby appoints VIAS as its authorized investment agent and hereby delegates its investment authority to VIAS or an affiliate appointed by VIAS to purchase, sell, redeem, transfer, and exchange assets; rebalance and reallocate Portfolio assets when warranted; and execute other necessary and appropriate transactions, including transactions with third parties on behalf of Client in accordance with the guidelines outlined in the investment strategy. Client’s investment agency appointment of VIAS shall remain in effect until such time as Client revokes it in writing, or either of the parties terminates this Agreement. c. Asset Rebalancing and Transaction Services. VIAS or an affiliate appointed by VIAS shall provide certain rebalancing and transaction services for the Portfolio, including rebalancing the Portfolio in accordance with the investment strategy outlined in Schedule B. d. Advice on Non-Vanguard Securities. Under this service, VIAS will not recommend or solicit orders to buy or sell non-Vanguard investments or individual securities. 5. Records and Inspection of Records. VIAS shall maintain such records as are legally required to be kept under the federal securities laws pertaining to the business of VIAS. As a VIAS client, Client (or the entity Client designates) will be the registered owner of Client’s Vanguard Investments and will directly receive all regular Vanguard investment communications. VIAS agrees that Client and/or its authorized designee shall have the right to reasonably request and audit, review, obtain, and copy, at the expense of Client, reports and other information containing records of VIAS that are specific to Client’s Portfolio and to performance of this Agreement and that are maintained by VIAS (“Portfolio Records”) including vouchers or invoices presented for payment pursuant to this Agreement, work papers, books, records and accounts upon which the vouchers or invoices are based, and any and all documentation and justification in support of expenditures or fees incurred pursuant to this Agreement, to the extent necessary to permit adequate evaluation and verification of VIAS’ performance under this Agreement. VIAS agrees to make Portfolio Records available during VIAS’ regular business hours at the location where Portfolio Records are normally maintained by VIAS. VIAS further agrees to maintain such records for a period of no less than three (3) years after final payment under this Agreement or (ii) the period of time required by its federal regulator, whichever is greater. 2