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REV: 07-22-2021 MI <br />statutes and the applicable covenants and as supplemented by such other written <br />instructions as may from time to time be provided by City to Consultant. Consultant <br />shall be entitled to rely upon City's written advice with respect to anticipated <br />drawdowns of Managed Funds. Consultant will observe the instructions of City with <br />respect to broker/dealers who are approved to execute transactions involving the <br />Managed Funds and in the absence of such instructions will engage broker/dealers, <br />which Consultant reasonably believes to be reputable, qualified and financially sound. <br />31.2 Pool Compensation. Assets invested by Consultant under the terms of this <br />Agreement may from time to time be invested in (i) a money market mutual fund <br />managed by Consultant or (ii) a local government investment pool managed by <br />Consultant (either, a “Pool”) or in individual securities. Average daily net assets <br />subject to the fees described in this Agreement shall not take into account any funds <br />invested in the Pool. Expenses of the Pool, including compensation for Consultant <br />and the Pool custodian, are described in the relevant prospectus or information <br />statement and are paid from the Pool. <br />31.3 Other Compensation. If and to the extent that City shall request Consultant to <br />render services other than those to be rendered by Consultant under this Agreement, <br />such additional services shall be compensated separately on terms to be agreed upon <br />between Consultant and City. <br />31.4 Expenses. Consultant shall furnish at its own expense all necessary <br />administrative services, office space, equipment, clerical personnel, telephone and <br />other communication facilities, investment advisory facilities, and executive and <br />supervisory personnel for managing the Managed Funds. Except as expressly <br />provided otherwise herein, City shall pay all of its own expenses including, without <br />limitation, taxes, commissions, fees and expenses of City's independent auditors and <br />legal counsel, if any, brokerage and other expenses connected with the execution of <br />portfolio security transactions, insurance premiums, and fees and expenses of the <br />Custodian. <br />31.5 Registered Advisor; Duty of Care. Consultant hereby represents it is a <br />registered investment advisor under the Investment Advisers Act of 1940. Consultant <br />shall immediately notify City if at any time during the term of this Agreement it is not <br />so registered or if its registration is suspended. Consultant agrees to perform its duties <br />and responsibilities under this Agreement with reasonable care. The federal securities <br />laws impose liabilities under certain circumstances on persons who act in good faith. <br />Nothing herein shall in any way constitute a waiver or limitation of any rights, which <br />City may have under any federal securities laws. City hereby authorizes Consultant <br />to sign I.R.S. Form W- 9 on behalf of City and to deliver such form to broker-dealers <br />or others from time to time as required in connection with securities transactions <br />pursuant to this Agreement. <br />31.6 Consultant’s Other Clients. City understands that Consultant performs <br />investment advisory services for various other clients, which may include investment <br />companies, commingled trust funds and/or individual portfolios. City agrees that <br />Consultant, in the exercise of its professional judgment, may give advice or take action <br />with respect to any of its other clients, which may differ, from advice given or the timing <br />or nature of action taken with respect to the Managed Funds. Consultant shall not <br />ATTY/AGR.2021.129/PFM Asset Management LLC (Investment Advisory Services) (Page 10 of 17)