Common use of ERISA Accounts Clause in Contracts

ERISA Accounts. If Client is a retirement plan (the “Plan”) subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Advisor agrees and acknowledges that, as investment manager to the Plan, Advisor is a fiduciary under ERISA with respect to the Plan. Client represents that the Plan’s sponsor has appointed Advisor and any Independent Manager engaged on Client’s behalf to (a) manage the Plan’s assets solely according to the directions of the Plan sponsor and other named fiduciaries of the Plan and (b) transmit trading instructions on the Plan’s behalf. Client understands and acknowledges that Advisor is not the “administrator” of the Plan as defined by ERISA. The Client represents that the Plan’s sponsor and trustees have read this Agreement and have determined that Advisor’s fees are reasonable in light of the services contemplated by this Agreement. Client agrees to provide Advisor with accurate and timely information on all Plan matters essential to the performance of Advisor’s duties under this Agreement. Client acknowledges that Advisor shall not incur any liability in connection with any action that it takes (or does not take) at the written direction of the Plan’s authorized representatives or their agents or in reliance upon any written information supplied by any of such persons, in each case excepting any damage or loss arising solely from Advisor’s breach of its fiduciary duty under this Agreement, negligence, willful misconduct or bad faith. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that Client may have under those laws.

ERISA Accounts. If Client is a retirement plan (the “Plan”) subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Advisor agrees and acknowledges that, as investment manager to the Plan, Advisor is a fiduciary under ERISA XXXXX with respect to the Plan. Client represents that the Plan’s sponsor has appointed Advisor and any Independent Manager engaged on Client’s behalf to (a) manage the Plan’s assets solely according to the directions of the Plan sponsor and other named fiduciaries of the Plan Plan, and (b) transmit trading instructions on the Plan’s behalf. Client understands and acknowledges that Advisor is not the “administrator” of the Plan as defined by ERISAXXXXX. The Client represents that the Plan’s sponsor and trustees have read this Agreement and have determined that Advisor’s Advisor fees are reasonable in light of the services contemplated by this Agreement. Client agrees to provide Advisor with accurate and timely information on all Plan matters essential to the performance of Advisor’s Advisor duties under this Agreement. Client acknowledges that Advisor shall not incur any liability in connection with any action that it takes (or does not take) at the written direction of the Plan’s authorized representatives or their agents or in reliance upon any written information supplied by any of such persons, in each case excepting expecting any damage or loss arising solely from Advisor’s Advisors breach of its fiduciary duty under this Agreement, negligence, willful misconduct or bad faith. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will with waive or limit any rights that the Client may have under those laws.

ERISA Accounts. If Client is a retirement plan (the “Plan”) subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Advisor agrees and acknowledges that, as investment manager to the Plan, Advisor is a fiduciary under ERISA with respect to the Plan. Client represents that the Plan’s sponsor has appointed Advisor and any Independent Manager engaged on Client’s behalf to (a) manage the Plan’s assets solely according to the directions of the Plan sponsor and other named fiduciaries of the Plan Plan, and (b) transmit trading instructions on the Plan’s behalf. Client understands and acknowledges that Advisor is not the “administrator” of the Plan as defined by ERISA. The Client represents that the Plan’s sponsor and trustees have read this Agreement and have determined that Advisor’s Advisor fees are reasonable in light of the services contemplated by this Agreement. Client agrees to provide Advisor with accurate and timely information on all Plan matters essential to the performance of Advisor’s Advisor duties under this Agreement. Client acknowledges that Advisor shall not incur any liability in connection with any action that it takes (or does not take) at the written direction of the Plan’s authorized representatives or their agents or in reliance upon any written information supplied by any of such persons, in each case excepting expecting any damage or loss arising solely from Advisor’s Advisors breach of its fiduciary duty under this Agreement, negligence, willful misconduct or bad faith. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will with waive or limit any rights that the Client may have under those laws.

ERISA Accounts. If Client is a retirement plan (the “Plan”) subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Advisor agrees and acknowledges that, as investment manager to the Plan, Advisor is a fiduciary under ERISA XXXXX with respect to the Plan. Client represents that the Plan’s sponsor has appointed Advisor and any Independent Manager engaged on Client’s behalf to (a) manage the Plan’s assets solely according to the directions of the Plan sponsor and other named fiduciaries of the Plan Plan, and (b) transmit trading instructions on the Plan’s behalf. Client understands and acknowledges that Advisor is not the “administrator” of the Plan as defined by ERISAXXXXX. The Client represents that the Plan’s sponsor and trustees have read this Agreement and have determined that Advisor’s fees Advisor fees, which are 0.25% of all assets managed under the Plan, are reasonable in light of considering the services contemplated by this Agreement. Client agrees to provide Advisor with accurate and timely information on all Plan matters essential to the performance of Advisor’s Advisor duties under this Agreement. Client acknowledges that Advisor shall not incur any liability in connection with any action that it takes (or does not take) at the written direction of the Plan’s authorized representatives or their agents or in reliance upon any written information supplied by any of such persons, in each case excepting expecting any damage or loss arising solely from Advisor’s breach of its fiduciary duty under this Agreement, negligence, willful misconduct or bad faith. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will with waive or limit any rights that the Client may have under those laws.

ERISA Accounts. If Client is a retirement plan (the “Plan”) subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Advisor agrees and acknowledges that, as investment manager to the Plan, Advisor is a fiduciary under ERISA XXXXX with respect to the Plan. Client represents that the Plan’s sponsor has appointed Advisor and any Independent Manager engaged on Client’s behalf to (a) manage the Plan’s assets solely according to the directions of the Plan sponsor and other named fiduciaries of the Plan and (b) transmit trading instructions on the Plan’s behalf. Client understands and acknowledges that Advisor is not the “administrator” of the Plan as defined by ERISAXXXXX. The Client represents that the Plan’s sponsor and trustees have read this Agreement and have determined that Advisor’s fees are reasonable in light of the services contemplated by this Agreement. Client agrees to provide Advisor with accurate and timely information on all Plan matters essential to the performance of Advisor’s duties under this Agreement. Client acknowledges that Advisor shall not incur any liability in connection with any action that it takes (or does not take) at the written direction of the Plan’s authorized representatives or their agents or in reliance upon any written information supplied by any of such persons, in each case excepting any damage or loss arising solely from Advisor’s breach of its fiduciary duty under this Agreement, negligence, willful misconduct or bad faith. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that Client may have under those laws.