FIDUCIARY FEE-FOR-SERVICE AGREEMENT
Form 408(b)(2)-A · Public attestation copy
Last reviewed by counsel of record. Updated quarterly. The current public copy supersedes any prior published version.
Compensation.
Compensation under this Agreement is paid by the Client. TrueNorth does not accept, and will not accept, direct or indirect compensation from any insurance carrier, third-party administrator, pharmacy benefit manager, broker general agent, captive manager, or other vendor whose services it evaluates or recommends. The flat retainer or PEPM fee is set forth in Schedule A.
Co-fiduciary status.
TrueNorth acknowledges that it is a fiduciary under ERISA §3(21)(A) with respect to the Plan. It accepts co-fiduciary status by execution of this Agreement. Where Schedule A so provides, TrueNorth additionally accepts §3(38) investment-manager status and the discretionary authority associated with it.
Disclosure under 408(b)(2).
TrueNorth provides a written 408(b)(2) compensation disclosure prior to engagement and refreshes it quarterly or upon any material change in compensation. The current disclosure is published publicly at the same URL on every engagement, and the disclosure delivered to Client is identical to the public document.
Conflicts of interest.
TrueNorth represents that it has no conflicts of interest with respect to the Plan. Any conflict that may arise during the engagement will be disclosed to Client in writing within five business days of TrueNorth's knowledge of it.
Pharmacy and PBM arrangements.
Where TrueNorth procures or oversees pharmacy benefit management on Client's behalf, the PBM contract shall provide for full rebate pass-through and acquisition-cost pricing transparency. Spread pricing is not permitted in any Plan procured under this Agreement.
Stop-loss procurement.
Stop-loss insurance is procured through net-of-commission RFPs to all viable carriers. Multi-year, no-laser terms are pursued where market conditions permit. TrueNorth does not accept placement compensation, override commissions, or contingent income from any stop-loss carrier.
Reporting and audit.
TrueNorth delivers a quarterly fiduciary report covering plan performance, vendor performance, claims experience, compliance posture, and TrueNorth's own compensation. Client retains the right to audit TrueNorth's books with thirty days' notice.
Termination.
Either party may terminate this Agreement on thirty days' written notice. Prepaid fees are refunded on a pro-rata basis. TrueNorth shall, at Client's request, transfer all relevant records and cooperate with the transition to a successor advisor or broker.
Counsel of record.
This Agreement has been prepared in consultation with ERISA counsel. The counsel-of-record disclosure is included with each delivered Schedule A.