Common use of Independent Fiduciary Compliance with ERISA Clause in Contracts

Independent Fiduciary Compliance with ERISA. i. Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Commitment Agreement is acting as, an “investment manager” under ERISA § 3(38), and further constitutes a “qualified professional asset manager” under the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transfer of assets to Insurer in connection with the transactions contemplated by this Commitment Agreement and the Contract (but not the selection of such assets or the management of such assets prior to the transfer). ii. The Independent Fiduciary has accepted, and has not rescinded or terminated, appointment as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to be the designated fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2) determining whether the transactions contemplated by this Commitment Agreement and the Contract satisfy the ERISA Requirements, (3) representing the interests of the Plan and all of its participants, beneficiaries and alternate payees in connection with the negotiation of a commitment agreement and the terms of any agreements with Insurer, including the Contract and the annuity certificates, (4) directing the Plan Trustee on behalf of the Plan to transfer the Closing Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and the Contract and any amounts required pursuant to paragraph 3.i. (each of (1) through (4) above, solely to the extent set forth in the IF Engagement Letter). iii. The Independent Fiduciary is experienced in independent fiduciary work, fully qualified and has the requisite expertise together with its reliance on its consultant, Aon Consulting, Inc., and its counsel, K&L Gates LLP, to serve as an independent fiduciary in connection with the transactions contemplated by this Commitment Agreement. iv. Independent Fiduciary understands and acknowledges that Insurer did not undertake, and is not undertaking, to provide impartial investment advice, or give advice in a fiduciary capacity, in connection with the transactions contemplated by this Commitment Agreement.

Independent Fiduciary Compliance with ERISA. i. 1. The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Commitment Agreement and the Contract is acting as, an “investment manager” under ERISA § 3(38), and further constitutes a “qualified professional asset manager” under the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transfer of assets to Insurer in connection with the transactions contemplated by this Commitment Agreement and the Contract (but not the selection of such assets or the management of such assets prior to the transfer). ii2. The Independent Fiduciary has accepted, and has not rescinded or terminated, its designation as the sole fiduciary of the Plan with authority to select one or more insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to Insurer, except that the fees to be paid to the Independent Fiduciary and indemnification provisions have been redacted), and the Independent Fiduciary reaffirms its fiduciary status as set forth in the IF Engagement Letter. 3. The Independent Fiduciary has accepted, and has not rescinded or terminated, appointment as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to (a) be the designated sole fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2b) determining determine whether the transactions contemplated by this Commitment Agreement and the Contract satisfy the ERISA Requirements, (3c) representing represent the interests of the Plan and all of its participants, participants and beneficiaries and alternate payees in connection with the negotiation of a commitment agreement and and, to the extent set forth in the IF Engagement Letter, the terms of any agreements with Insurer, including the Contract and the annuity certificates, (4d) directing direct the Plan Trustee on behalf of the Plan to transfer the Closing Premium Due Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and the Contract and any amounts required pursuant to paragraph 3.iparagraphs 1.d.iv., 3.c. and 3.d. and (each e) take all other actions on behalf of (1) through (4) above, solely the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter). iii4. The Independent Fiduciary is experienced in independent fiduciary work, fully qualified and has the requisite expertise together with its reliance on its consultant, Aon Consulting, Inc.Xxxxxx Health & Benefits LLC (“Mercer”), and its counsel, K&L Gates LLP, to serve as an independent fiduciary in connection with the transactions contemplated by this Commitment Agreement. ivAgreement and Contract, and it is independent of the Company and Insurer within the meaning of 29 C.F.R. § 2570.31(j). The Independent Fiduciary understands and acknowledges has ensured that Insurer did not undertake, and is not undertaking, to provide impartial investment advice, or give advice in a fiduciary capacity, in connection with Mercer has established commercially reasonable ethical walls between the personnel working on the transactions contemplated by this in the Commitment AgreementAgreement and the Contract and the personnel working on other matters involving the Company, Insurer or any of their respective affiliates.

Independent Fiduciary Compliance with ERISA. i. The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Commitment Agreement and the Ancillary Agreements is acting as, an “investment manager” under ERISA § 3(38), and further constitutes . The Independent Fiduciary is qualified to serve as a “qualified professional asset manager” under Part VI of the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transfer of assets to Insurer in connection with the transactions contemplated by this Commitment Agreement and the Contract (but not the selection of such assets or the management of such assets prior to the transfer)14. ii. The Independent Fiduciary has accepted, and has not rescinded or terminated, its appointment as independent fiduciary of the Plan (as set forth in the IF Engagement Letter, a true and correct copy of which has been provided to the Insurer, except that the fees and expenses to be paid to the Independent Fiduciary and indemnification provisions have been redacted) with respect to the purchase of one or more group annuity contracts to be the designated fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2) determining whether the transactions contemplated by this Commitment Agreement and the Contract Ancillary Agreements satisfy the ERISA Requirements, (3) representing the interests of the Plan and all of its participants, participants and beneficiaries and alternate payees in connection with the negotiation of a commitment agreement and and, to the extent set forth in the IF Engagement Letter, the terms of any agreements with the Insurer, including the Contract and the annuity certificatescertificates under the Contract, (4) directing the Plan Trustee on behalf of the Plan to transfer the Closing Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and the Contract and any other amounts required pursuant to paragraph 3.i. 3 and (each 5) taking all other actions on behalf of (1) through (4) above, solely the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter)Letter including, to perform the covenants and agreements and make the representations and warranties set forth in this Commitment Agreement that are applicable to the Independent Fiduciary. iii. The Independent Fiduciary is experienced in independent fiduciary work, fully qualified and has the requisite expertise together with its reliance on its consultant, Aon Consulting, Inc.River & Mercantile Group (“IF Advisor”), and its counsel, K&L Gates LLP, to serve as an independent fiduciary in connection with the transactions contemplated by this Commitment Agreement. ivAgreement and the Ancillary Agreements, and it is independent of the Company and the Insurer. Independent Fiduciary understands Fiduciary, including its personnel and acknowledges that affiliates, does not provide any services to Insurer did not undertakeor any of its affiliates, and is has received confirmation from IF Advisor that IF Advisor, including IF Advisor’s personnel and affiliates, does not undertaking, provide any services to provide impartial investment advice, Insurer or give advice in a fiduciary capacity, in connection with the transactions contemplated by this Commitment Agreementany of its affiliates.

Independent Fiduciary Compliance with ERISA. i. 1. The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Commitment Agreement is acting as, an “investment manager” under ERISA § 3(38), and further constitutes a “qualified professional asset manager” under the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transfer of assets to Insurer Prudential in connection with the transactions contemplated by this Commitment Agreement and the Contract (but not the selection of such assets or the management of such assets prior to the transfer). ii2. The Independent Fiduciary has accepted, and has not rescinded or terminated, its designation as the sole fiduciary of the Plan with authority to select one or more insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to Prudential, except that the fees to be paid to Independent Fiduciary have been redacted), and the Independent Fiduciary reaffirms its fiduciary status as set forth in the IF Engagement Letter. 3. The Independent Fiduciary has accepted, and has not rescinded or terminated, appointment as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to (i) be the designated sole fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2ii) determining determine whether the transactions contemplated by this Commitment Agreement and in the Contract satisfy the ERISA RequirementsERISA, (3iii) representing represent the interests of the Plan and all of its participants, participants and beneficiaries and alternate payees in connection with the negotiation of a commitment agreement and the terms of any agreements with InsurerPrudential, including the Contract and the annuity certificates, (4iv) directing direct the Plan Trustee on behalf of the Plan to transfer the Closing Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and the Contract and any amounts required pursuant to paragraph 3.iparagraphs 3.e. and 7.d. and (each v) take all other actions on behalf of (1) through (4) above, solely the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter). iii4. The Independent Fiduciary is experienced in independent fiduciary work, fully qualified and has the requisite expertise together with its reliance on its consultant, Aon AON Xxxxxx Investment Consulting, Inc., Inc. and its counsel, K&L Gates LLP, to serve as an independent fiduciary in connection with the transactions contemplated by this Commitment Agreement. iv. Independent Fiduciary understands and acknowledges that Insurer did not undertake, and it is not undertaking, to provide impartial investment advice, or give advice in a fiduciary capacity, in connection with independent of the transactions contemplated by this Commitment AgreementCompany and Prudential within the meaning of 29 C.F.R. § 2570.31(j).

Independent Fiduciary Compliance with ERISA. i. 1. The Independent Fiduciary meets the requirements of, and in the transactions is acting as, an investment manager under ERISA §3(38) and a QPAM under PTCE 84-14 with respect to the transactions and the Contract. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant Xxxxxx Health & Benefits LLC and its counsel, K&L Gates LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer to issue the Contract and perform its obligations under the IF Engagement Letter. The Independent Fiduciary accepted its designation as the designated fiduciary of the Plans with authority to select the insurer or insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefrom), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary has provided and will continue to provide the services described in such letter prudently and for the exclusive benefit and in the sole interest of the Plans and their participants and beneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the Plans to (i) be the designated fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with all of the requirements of ERISA and applicable guidance promulgated thereunder, including Interpretive Bulleting 95-1, (ii) determine whether the transactions and the Contract satisfy ERISA, (iii) represent the interests of each Plan and its participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with the Insurer, including the Contract and the annuity certificates (other than solely the descriptions of the benefit forms in the Contract), (iv) direct the Plan Trustee on behalf of the Plans to transfer the transferred assets, the cash payment amount and any post-closing cash payments that are payable by the Plan Trustee in connection with the consummation of the transactions and (v) take all other actions on behalf of the Plans necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Commitment Agreement and the IF Engagement Letter, to the extent to be performed or made by the Independent Fiduciary. 2. The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Commitment Agreement and the Contract is acting as, an “investment manager” under ERISA § 3(38), and further constitutes a “qualified professional asset manager” under the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transfer of assets to the Insurer in connection with the transactions contemplated by this Commitment Agreement and the Contract (but not the selection of such assets or the management of such assets prior to the transfer). ii3. The Independent Fiduciary has accepted, and has not rescinded or terminated, its designation as the sole fiduciary of the Plan with authority to select one or more insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, except that the fees to be paid to the Independent Fiduciary, as well as liability and indemnification provisions, have been redacted), and the Independent Fiduciary reaffirms its fiduciary status as set forth in the IF Engagement Letter. 4. The Independent Fiduciary has accepted, and has not rescinded or terminated, appointment as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to (a) be the designated sole fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2b) determining determine whether the transactions contemplated by this Commitment Agreement and the Contract satisfy the ERISA RequirementsERISA, (3c) representing represent the interests of the Plan and all of its participants, participants and beneficiaries and alternate payees in connection with the negotiation of a commitment agreement and and, to the extent set forth in the IF Engagement Letter, the terms of any agreements with the Insurer, including the Contract and the annuity certificates, (4d) directing direct the Plan Trustee on behalf of the Plan to transfer the Closing Premium Due Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and the Contract and any amounts required pursuant to paragraph 3.iparagraphs 1.d. and 3. and (each e) take all other actions on behalf of (1) through (4) above, solely the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter). iii5. The Independent Fiduciary is experienced in independent fiduciary work, fully qualified and has the requisite expertise together with its reliance on its consultant, Aon Consulting, Inc.Xxxxxx Health & Benefits LLC, and its counsel, K&L Gates LLP, to serve as an independent fiduciary in connection with the transactions contemplated by this Commitment Agreement. ivAgreement and the Contract, and it is independent of the Company and the Insurer within the meaning of 29 C.F.R. § 2570.31(j). The Independent Fiduciary understands and acknowledges has ensured that Insurer did not undertake, and is not undertaking, to provide impartial investment advice, or give advice in a fiduciary capacity, in connection with Xxxxxx Health & Benefits LLC has established commercially reasonable ethical walls between the personnel working on the transactions contemplated by this in the Commitment AgreementAgreement and the Contract and the personnel working on other matters involving the Company, the Insurer or any of their respective affiliates.

Independent Fiduciary Compliance with ERISA. i. 1. The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Commitment Agreement and the Ancillary Agreements is acting as, an “investment manager” under ERISA § 3(38), and further constitutes a “qualified professional asset manager” under the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transfer of assets to Insurer Prudential in connection with the transactions contemplated by this Commitment Agreement and the Contract Ancillary Agreements (but not the selection of such assets or the management of such assets prior to the transfer). ii2. The Independent Fiduciary has accepted, and has not rescinded or terminated, its designation as the sole fiduciary of the Plan with authority to select one or more insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to Prudential, except that the fees and expenses to be paid under such IF Engagement Letter and indemnification provisions have been redacted), and the Independent Fiduciary reaffirms its fiduciary status as set forth in the IF Engagement Letter. 3. The Independent Fiduciary has accepted, and has not rescinded or terminated, appointment as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to (a) be the designated sole fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2b) determining determine whether the transactions contemplated by this Commitment Agreement and the Contract Ancillary Agreements satisfy the ERISA Requirements, (3c) representing represent the interests of the Plan and all of its participants, beneficiaries and alternate payees in connection with the negotiation of a commitment agreement and and, to the extent set forth in the IF Engagement Letter, the terms of any agreements with InsurerPrudential, including the Contract and the annuity certificates, (4d) directing direct the Plan Trustee on behalf of the Plan to transfer the Closing Premium Due Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and the Contract and any amounts required pursuant to paragraph 3.iparagraphs 1.d.iv. and 3.c. and (each e) take all other actions on behalf of (1) through (4) above, solely the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter), including to perform the covenants and agreements and make the representations and warranties set forth in this Commitment Agreement, to the extent to be performed or made by the Independent Fiduciary. iii4. The Independent Fiduciary is experienced in independent fiduciary work, is fully qualified and has the requisite expertise together with its reliance on its consultant, Aon Consulting, Inc.Xxxxxx Health & Benefits LLC, and its counsel, K&L Gates LLP, to serve as an independent fiduciary in connection with 14 the transactions contemplated by this Commitment Agreement. iv. Independent Fiduciary understands Agreement and acknowledges that Insurer did not undertakethe Ancillary Agreements, and it is not undertaking, to provide impartial investment advice, or give advice in a fiduciary capacity, in connection with independent of the transactions contemplated by this Commitment AgreementCompany and Prudential within the meaning of 29 C.F.R. § 2570.31(j).