Pike RFP

ADVISORY SERVICES AGREEMENT

OUR PLAN IS TO IMPROVE YOURS.

Page 3 of 5.vers.09.2015

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Although CBIZ RPS is a Registered Investment Adviser, CBIZ RPS will not act in the capacity of a

fiduciary to the Plan, either under ERISA or the Advisers Act, when it renders the Services set forth

on the Scope of Services. CBIZ RPS may, from time to time, work with one or more of its affiliates

to provide such non-fiduciary services pursuant to this Agreement.

c. Following receipt of a written request by Client, CBIZ RPS agrees to disclose, in compliance with applicable rules,

all information related to this Agreement and its compensation received hereunder in order to assist Client and/or

the Plan in complying with any and all reporting or disclosure requirements.

d. CBIZ RPS will disclose to Client any changes to the information provided under ERISA 408(b)(2) after CBIZ RPS

becomes aware of the changes, in compliance with applicable rules.

e. When CBIZ RPS provides investment guidance to the participants of the Plan, CBIZ RPS will not charge plan

participants any individual fees for these services. Any investment transaction shall occur solely at the direction of

the participant.

6. STANDARD OF CARE; LIMITATION OF LIABILITY

a. Client agrees that CBIZ RPS shall not be liable to Client or any other person for losses with respect to the Plan

assets, except for losses resulting from CBIZ RPS’s willful misconduct, bad faith, material breach of its

representations, warranties, covenants, or obligations as set forth in this Agreement, or violation of applicable law.

Nothing in this Agreement shall serve as a waiver or limitation of any rights that Client may have under the

Advisers Act, any other federal or state securities laws, or ERISA.

b. Except as otherwise provided in this Section 6, CBIZ RPS shall not be responsible for any act or omission of any

investment manager or fund.

7. CONFIDENTIALITY

All knowledge and information not already within the public domain that CBIZ RPS may acquire about Client, the Plan

(including its participants and beneficiaries), or Client’s directors, officers, or employees by virtue of this Agreement

shall be regarded by CBIZ RPS as confidential and will not be disclosed by CBIZ RPS without the prior written

consent of Client, except (i) as required by law, (ii) as required by CBIZ RPS to perform its obligations under this

Agreement, or (iii) as may be requested by any government agency or self-regulatory organization. The provisions of

this paragraph will survive any termination of this Agreement.

8. TERMINATION

This Agreement may be terminated at will by either party upon thirty (30) days written notice to the other party. Once

the termination of this Agreement is in effect, CBIZ RPS will not be under any obligation to provide ongoing Services

or information to Client. Termination of this Agreement will not affect the liabilities or obligations of the parties under

this Agreement arising prior to termination, including the provisions regarding arbitration, which shall survive any

termination of this Agreement. Fees owed to CBIZ RPS under this Agreement shall be prorated on a daily basis

through the thirty (30) day termination period.

9. BINDING AGREEMENT; ASSIGNMENT

This Agreement will bind and be for the benefit of the parties to this Agreement and their successors and permitted

assigns. This Agreement may not be assigned (as that term is defined under the Advisers Act) by either party without

the prior consent of the other.

10. GOVERNING LAW

To the extent not preempted by ERISA or other federal law, this Agreement shall be construed by, and the rights and

liabilities of the parties hereto shall be governed by, the laws of the State of Ohio without giving effect to principles of

conflict of laws.

11. AMENDMENTS

This Agreement may be amended and/or supplemented (“Amended” or “Amendment”) by mutual written consent

signed by the parties to this Agreement, except as otherwise provided herein. Any Amendment to this Agreement

must be in writing and signed by authorized representatives of both parties. In addition, this Agreement may be

Amended to accommodate administrative or regulatory changes by CBIZ RPS at any time by providing a written copy