Common use of Acceptance by the Advisor Clause in Contracts

Acceptance by the Advisor. The Advisor hereby accepts such appointment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the Trusts and the Plans and (b) neither the Advisor nor any affiliate of the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services Authority. The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (v) any change of its status under the Advisers Act, (w) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (x) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the activities of the Advisor, (y) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor, or (z) notice by any governmental agency that it has identified an area of non-compliance or other concern in the course of any investigation of the Advisor that could materially affect the Advisor’s ability to perform under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For the purposes of the rules established by the Financial Services Authority (the “FSA” and such rules the “FSA Rules”), the Trustee is classified by the Advisor as a professional client. The Advisor has classified the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this Agreement.

Acceptance by the Advisor. The Advisor hereby accepts such appointment and employment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the Trusts and the Plans and (b) neither the Advisor nor any affiliate of no person associated with the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services Authority. The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that that, unless prohibited by law, or involving disclosure of material nonpublic information relating to the Advisor’s publicly traded parent company, it will notify the Trustee within ten (10) business days of (v) any change of its status under the Advisers Act, (w) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (x) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the activities of the Advisor, (y) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor, or (z) notice by any governmental agency that it has identified an area of material non-compliance or other material concern in the course of any investigation of the Advisor that could materially affect the Advisor’s ability to perform under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For the purposes of the rules established by the Financial Services Authority (the “FSA” and such rules the “FSA Rules”), the Trustee is classified by the Advisor as a professional client. The Advisor has classified the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this Agreementbusiness.

Acceptance by the Advisor. The Advisor hereby accepts such appointment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the Trusts and the Plans and (b) neither the Advisor nor any affiliate of the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services AuthorityAuthority (“FSA”). The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (v) any change of its status under the Advisers Act, (w) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (x) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the activities of the Advisor, (y) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor, or (z) notice by any governmental agency that it has identified an area of non-compliance or other concern in the course of any investigation of the Advisor that could materially affect the Advisor’s ability to perform under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For the purposes of the rules established by the Financial Services Authority (the “FSA” and such rules the “FSA Rules”), the Trustee is classified by the Advisor as a professional client. The Advisor has classified the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this Agreement. The Trustee may require to be reclassified due to a change in circumstances, or request a different classification at any time, although in the event of such a change becoming effective the Advisor may not be able under the FSA Rules to continue acting for the Trustee and may terminate this Agreement pursuant to Section 11. The Trustee should notify the Advisor immediately in the event that a change in the Trustee’s circumstances make a change in the Trustee’s classification necessary or desirable.

Acceptance by the Advisor. The Advisor hereby accepts such appointment and employment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the Plans invested in the Trusts and the Plans and (b) neither the Advisor nor any affiliate of the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services Authority. The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (v) any change of its status under the Advisers Act, (w) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (x) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the activities of the Advisor that would affect the Advisor’s ability to perform under this Agreement, (y) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor that would affect the Advisor’s ability to perform under this Agreement, or (z) notice by any governmental agency that it has identified an area of non-compliance or other concern in the course of any investigation of the Advisor that could materially affect the Advisor’s ability to perform under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For the purposes of the rules established by the Financial Services Authority (the “FSA” and such rules the “FSA Rules”), the Trustee is classified by the Advisor as a professional client. The Advisor has classified the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this Agreement.

Acceptance by the Advisor. The Advisor hereby accepts such appointment and employment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the Plans invested in the Trusts and the Plans and (b) neither the Advisor nor any affiliate of the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services Authority. The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary an investment adviser with respect to assets of various clients including retirement plans and trusts. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (v) any change of its status under the Advisers Act, (w) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (x) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the activities of the Advisor that would materially affect the Advisor’s ability to perform under this Agreement, (y) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor, or (z) notice by any governmental agency that it has identified an area of non-compliance or other concern in the course of any investigation of the Advisor that could would materially affect the Advisor’s ability to perform under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For the purposes of the rules established by the Financial Services Authority (the “FSA” and such rules the “FSA Rules”), the Trustee is classified by the Advisor as a professional client. The Advisor has classified the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this Agreement.

Acceptance by the Advisor. The Advisor hereby accepts such appointment and employment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the assets of the Trusts and the Plans held in the Subaccount and (b) neither the Advisor nor any affiliate of the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services Authority. The Advisor represents that it is registered, or exempt from registration, registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (vw) any change of its status ceasing to be registered under the Advisers Act, (wx) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status cause it to cease to be registered under the Advisers Act, (xy) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the activities of the Advisor, (yz) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as of the Advisor, Advisor or (zaa) notice by any governmental agency that it has identified an area of non-compliance or other concern in the course of any investigation of the Advisor that which could materially affect have a material adverse effect on the Advisor’s ability to perform fulfill its obligations under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For The Advisor shall treat the purposes of Trustee as a Professional Client under the rules established by the Financial Services Authority Authority, set up pursuant to The Financial Services and Markets Act 2000 (the “FSMA”) to regulate the financial services industry in the United Kingdom, or its successor (the “FSA” and such rules the “FSA Rules”), . For these purposes “Professional Client” means the Trustee is classified by classification relating to clients who meet the Advisor as a professional client. The Advisor has classified client criteria under the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this AgreementFSA Rules.

Acceptance by the Advisor. The Advisor hereby accepts such appointment and employment and acknowledges that, (a) with respect to its services with respect to the assets in the Subaccount, it is a fiduciary, as defined in section 3(21) of the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“"ERISA”"), with respect to the Trusts and the Plans and (b) neither the Advisor nor any affiliate of no person employed by, or associated with the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor is authorized and regulated in the United Kingdom by the Financial Services Authority. The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that, to the extent permitted by the relevant governmental agency, it will notify ABRA within ten (10) business days of: (V) any change in its registration status under the Advisers Act; (W) the receipt of any formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its registration status under the Advisers Act; (X) formal notice by any governmental agency of the intent to place material limitations on the activities of the Advisor's Global Investment Management unit ("GIM"); (y) formal notice by any governmental agency that it intends to begin an investigation of GIM that is outside the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as GIM; or (Z) formal notice by any governmental agency that it has identified an area of material non-compliance or other concern of a material nature in the course of any investigation of GIM, which area or concern could reasonably be expected to result in a sanction or material limitation being imposed on GIM. ABRA agrees to keep in strict confidence any information provided by the Advisor pursuant to this Section 2, except to the extent such information: is publicly available; is required to be disclosed by ABRA to regulatory authorities or governmental agencies with jurisdiction over its activities; or is required to be disclosed by court order or decree or applicable law. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (vV) any change of its status under the Advisers Act, (wW) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (xX) notice made specifically to the Advisor by any governmental agency of the intent to place material limitations on the index equity management activities of the Advisor, (yto the extent such notice is permitted by such governmental agency), (Y) notice by any governmental agency that it intends to begin an investigation of the Advisor Advisor's index equity management activities that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor, (to the extent such notice is permitted by such governmental agency) or (zZ) notice by any governmental agency that it has identified an area of material non-compliance or other concern of a material nature in the course of any investigation of the Advisor that could materially affect the Advisor’s ability to perform under this Agreement. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for trading. For the purposes of the rules established by the Financial Services Authority (the “FSA” and such rules the “FSA Rules”), the Trustee is classified by the Advisor as a professional client. The Advisor has classified the Trustee as a Professional Client based on the information known to the Advisor at the time of entering into this Agreement.'s index equity