Common use of Representations of Client Clause in Contracts

Representations of Client. Client represents and warrants as follows: (a) It is the Named Fiduciary with respect to the control or management of the assets of the Plan in accordance with the requirements of ERISA. As such, Client has the power and authority to appoint an investment adviser or investment manager under the terms of the Plan, and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties. (b) Client is the fiduciary of the Plan with the authority to cause the Plan to enter into this contract, unless another party is identified on the signature page. In this capacity, Client (or such other person or group) is referred to as the Responsible Plan Fiduciary. (c) The person signing the Agreement on behalf of Client has been delegated all necessary authority to do so by Client and the trustees (or Named Fiduciary) of the Plan, and that he or she (including Client, the trustee and the Named Fiduciary) is independent of and unrelated to The Leaders Group or any of its affiliates. (d) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. If Client is a corporation, the signatory on behalf of such Client represents that the execution of the Agreement has been duly authorized by appropriate corporate action and agrees to provide such supporting documentation as may be reasonably required by The Leaders Group. (e) Client and the Responsible Plan Fiduciary acknowledge that before this Agreement was entered into, The Leaders Group provided to the Responsible Plan Fiduciary information regarding services, compensation, fiduciary obligations and conflicts of interest, and the Responsible Plan Fiduciary acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage The Leaders Group. All such information is included in this Agreement, in the Appendixes hereto which are part of this Agreement and in The Leaders Group’s Form ADV Part II, a copy of which has been delivered to Client and Responsible Plan Fiduciary and are incorporated by reference herein. Client has reviewed and considered the contents of the disclosure documents, in particular, the provisions relating to compensation, interests in transactions and potential conflicts of interest, as well as the remainder of the disclosure documents which contain information concerning, among other matters, background information such as educational and business history, business practices such as the types of The Leaders Group services provided, the methods of securities analysis used, and the like. Client and the Responsible Plan Fiduciary have determined this Agreement (i) to be in the best interests of the Plan and its participants, (ii) to be necessary for the operation of the Plan, and (iii) to be reasonable based upon the compensation to be paid for Services rendered hereunder. (f) Client acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performance. (g) The Plan does not prohibit payment of the Fees out of Plan assets, and Client has determined that payment of the Fees by the Plan is prudent and that the Fees are reasonable.

Representations of Client. Client represents and warrants as follows: (a) It is the Named Fiduciary with respect to the control or management of the assets of the Plan in accordance with the requirements of ERISA. As such, Client has the power and authority to appoint an investment adviser or investment manager under the terms of the Plan, and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties. (b) Client is the fiduciary of the Plan with the authority to cause the Plan to enter into this contract, unless another party is identified on the signature page. In this capacity, Client (or such other person or group) is referred to as the Responsible Plan Fiduciary. (c) The person signing the Agreement on behalf of Client has been delegated all necessary authority to do so by Client and the trustees (or Named Fiduciary) of the Plan, and that he or she (including Client, the trustee and the Named Fiduciary) is independent of and unrelated to The Leaders Group TLG Advisors or any of its affiliates. (d) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. If Client is a corporation, the signatory on behalf of such Client represents that the execution of the Agreement has been duly authorized by appropriate corporate action and agrees to provide such supporting documentation as may be reasonably required by The Leaders GroupTLG Advisors. (e) Client and the Responsible Plan Fiduciary acknowledge that before this Agreement was entered into, The Leaders Group TLG Advisors provided to the Responsible Plan Fiduciary information regarding services, compensation, fiduciary obligations and conflicts of interest, and the Responsible Plan Fiduciary acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage The Leaders GroupTLG Advisors. All such information is included in this Agreement, in the Appendixes hereto which are part of this Agreement and in The Leaders GroupTLG Advisors’s Form ADV Part II, a copy of which has been delivered to Client and Responsible Plan Fiduciary and are incorporated by reference herein. Client has reviewed and considered the contents of the disclosure documents, in particular, the provisions relating to compensation, interests in transactions and potential conflicts of interest, as well as the remainder of the disclosure documents which contain information concerning, among other matters, background information such as educational and business history, business practices such as the types of The Leaders Group TLG Advisors services provided, the methods of securities analysis used, and the like. Client and the Responsible Plan Fiduciary have determined this Agreement (i) to be in the best interests of the Plan and its participants, (ii) to be necessary for the operation of the Plan, and (iii) to be reasonable based upon the compensation to be paid for Services rendered hereunder. (f) Client acknowledges that investments fluctuate in value and the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performance. (g) The Plan does not prohibit payment of the Fees out of Plan assets, and Client has determined that payment of the Fees by the Plan is prudent and that the Fees are reasonable.

Representations of Client. (a) Client represents and warrants as follows: that no one except the person(s) signing this Agreement has an interest in the Account. If the Account is owned jointly (ai.e. husband and wife, etc.) It is the Named Fiduciary Adviser’s services shall be based upon the joint goals communicated to Azzad. Azzad shall be permitted to rely upon instructions from either co-owner with respect to the control or management disposition of the assets of or the Plan Account, unless and until such reliance is revoked in accordance with the requirements of ERISAwriting to Azzad. As such, Client has the Each co-owner shall have full power and authority to appoint an investment adviser or investment manager under the terms act on behalf of the Plan, and Client without approval or notice to enter into contractual arrangements with third parties to assist the other co- owner. Azzad shall not be responsible for any claims or damages resulting from such reliance or from any change in the discharge status of these the relationship between the co-owners. In certain circumstances, Azzad may require that both co-owners sign to execute various agreements and related dutiesrequests. (b) If Client is a corporation, the fiduciary signatory on behalf of Client represents that the appointment of Azzad hereunder is permitted by Client’s governing documents, the execution of the Plan Agreement has been duly authorized by appropriate corporate action and the Client agrees to provide such supporting documentation as may be reasonably required by Azzad. If Client is a partnership, the signatory on behalf of Client represents that the appointment of Azzad hereunder is permitted by Client’s partnership agreement and applicable laws, and such person is a general partner of such partnership with the full power and authority to cause the Plan to enter into execute and deliver this contract, unless another party is identified Agreement on the signature page. In this capacity, Client (or such other person or group) is referred to as the Responsible Plan Fiduciarybehalf of Client. (c) The If this Agreement is executed on Client’s behalf by a trustee or other fiduciary, such trustee or fiduciary represents and warrants to Azzad, in such person’s individual and fiduciary capacity, that: (i) Client’s execution, delivery and performance of this Agreement are authorized under Client’s plan, trust and/or other applicable governing documents and under applicable law; (ii) Such trustee or fiduciary is duly authorized and empowered to negotiate the terms of this Agreement; and (iii) Client has informed Azzad of all plan, trust and/or other provisions that reasonably may be expected to be relevant to Azzad in connection with entering into and providing services to Client under this Agreement. (d) If Client is: (i) a plan described in Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) an individual annuity plan or contract described in Section 403(b) of the Code (“403(b) Arrangement”); (iii) an individual retirement account or annuity as defined in Section 408 of the Code (“XXX”) or (iv) any other plan or arrangement subject to the Employee Retirement Income Security Act (“ERISA”) or Section 4975 of the Code (collectively, a “Plan”), the person signing the executing this Agreement on behalf of Client has been delegated all necessary authority the Plan (the “Fiduciary’) makes the representations and warranties contained herein both in such person’s fiduciary and, with respect to do so 403(b) Arrangements and IRAs, individual capacity. The Fiduciary represents and warrants that a) the Fiduciary is duly authorized and empowered to execute this Agreement by Client and the trustees (or Named Fiduciary) on behalf of the Plan; b) the applicable law and governing documents (“Plan Documents”) authorize and permit the services and instruments provided under this Agreement, and that he or she (including Clientas well as, the trustee transactions encompassed by it; and c) the Named FiduciaryFiduciary has determined that the total direct and indirect compensation to be received by Azzad (and our affiliates and service providers) is independent of and unrelated reasonable in relation to The Leaders Group or any of its affiliatesthe services provided under this Agreement. (de) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. If Client is a corporation, the signatory on behalf of such Client represents that the execution of the Agreement has been duly authorized by appropriate corporate action and agrees to provide such supporting documentation as may be reasonably required by The Leaders Group. (e) Client and the Responsible Plan Fiduciary acknowledge that before this Agreement was entered into, The Leaders Group provided to the Responsible Plan Fiduciary information regarding services, compensation, fiduciary obligations and conflicts of interest, and the Responsible Plan Fiduciary acknowledges that it received such information sufficiently in advance of entering into this Agreement to make an informed decision to engage The Leaders Group. All such information is included in this Agreement, in the Appendixes hereto which are part of this Agreement and in The Leaders Group’s Form ADV Part II, a copy of which has been delivered to Client and Responsible Plan Fiduciary and are incorporated by reference herein. Client has reviewed and considered the contents of the disclosure documents, in particular, the provisions relating to compensation, interests in transactions and potential conflicts of interest, as well as the remainder of the disclosure documents which contain information concerning, among other matters, background information such as educational and business history, business practices such as the types of The Leaders Group services provided, the methods of securities analysis used, and the like. Client and the Responsible Plan Fiduciary have determined this Agreement (i) to be in the best interests of the Plan and its participants, (ii) to be necessary for the operation of the Plan, and (iii) to be reasonable based upon the compensation to be paid for Services rendered hereunder. (f) Unless otherwise authorized in writing by Client, Azzad shall not act for Client acknowledges that investments fluctuate in value and any legal proceedings, including class actions or bankruptcies, with respect to securities held in the value of investments when sold may be more or less than when purchased, and that past investment performance does not necessarily guarantee any level of future investment performanceAccount. (g) The Plan does not prohibit payment of the Fees out of Plan assets, and Client has determined that payment of the Fees by the Plan is prudent and that the Fees are reasonable.