Common use of Retirement or Employee Benefit Plan Accounts Clause in Contracts

Retirement or Employee Benefit Plan Accounts. This Section 8 applies if the account(s) is/are for a (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 1968, as amended (“the Code”), and not covered by ERISA; or (iii) an individual retirement account (“XXX”) under section 408 of the Code. If the account(s) is/are for a plan subject to ERISA, Client appoints Xxxxxx Advisors, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions of services in Section 1 of this Agreement). Client represents that Xxxxxx Advisors has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx Advisors. Client will furnish promptly to Xxxxxx Advisors any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx Advisors, such amendment will be binding on Xxxxxx Advisors only when agreed to by Xxxxxx Advisors in writing. If the account(s) contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors will have no duty, responsibility or liability for Client assets that are not in the account(s). If ERISA or other applicable law requires bonding with respect to the assets in the account(s), Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors and its affiliated persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 9 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified tax‐qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdvisor, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Advisor represents that it is registered as an investment advisor under the Investment Advisors Act of 1940, as amended (the “Advisors Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Advisor has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdvisor. Client will furnish promptly to Xxxxxx Advisors Advisor any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdvisor, such amendment will be binding on Xxxxxx Advisors Advisor only when agreed to by Xxxxxx Advisors Advisor in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Advisor will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Advisor will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Advisor and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 9 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdvisor, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Advisor represents that it is registered as an investment advisor under the Investment Advisors Act of 1940, as amended (the “Advisors Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Advisor has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdvisor. Client will furnish promptly to Xxxxxx Advisors Advisor any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdvisor, such amendment will be binding on Xxxxxx Advisors Advisor only when agreed to by Xxxxxx Advisors Advisor in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Advisor will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Advisor will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Advisor and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 10 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 9 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified tax‐qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdvisor, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Advisor represents that it is registered as an investment advisor under the Investment Advisors Act of 1940, as amended (the “Advisors Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Advisor has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdvisor. Client will furnish promptly to Xxxxxx Advisors Advisor any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdvisor, such amendment will be binding on Xxxxxx Advisors Advisor only when agreed to by Xxxxxx Advisors Advisor in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Advisor will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Advisor will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Advisor and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 section applies if the account(s) is/are for to an Account that is a (i) pension or other employee benefit plan (including a 401(k) plan“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 1968, as amended (“the Code”), and not covered by ERISA; or (iii) an individual retirement account (“XXX”) under section 408 of the Code. If the account(s) is/Account is part of a Plan and we accept appointment to provide advisory services to such Account, we acknowledge that we are for a plan subject to ERISA, Client appoints Xxxxxx Advisors, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Client represents We represent that Xxxxxx Advisors has been we are registered as an investment adviser and duly qualified to manage Plan assets under applicable regulations. You represent that (i) our appointment and services are consistent with the Plan documents, (ii) you have furnished us true and complete copies of all documents establishing and governing the plan Plan and evidencing Client’s your authority to retain Xxxxxx Advisorsus, (iii) you agree to provide us with a list of persons or entities which you consider to be a “disqualified person,” as that term is defined in Section 4975 of the Internal Revenue Code, as amended, or a “party in interest,” as that term is defined in Section 3(14) of ERISA, and (iv) if you have directed us to use a certain broker-dealer, we are unable to seek best execution for transactions in the Account and you may pay higher brokerage fees than if we were authorized to direct transactions to another broker- dealer that could provide best execution. Client You further represent that you will promptly furnish promptly to Xxxxxx Advisors us with any amendments to the planPlan, and Client agrees you agree that, if any amendment affects the our rights or obligations of Xxxxxx Advisorsobligations, such amendment will be binding on Xxxxxx Advisors us only when agreed to by Xxxxxx Advisors in writingwith our prior written consent. If the account(s) Account contains only a part of the assets of the planPlan, Client understands you understand that Xxxxxx Advisors we will have no responsibility for the diversification of all of the planPlan’s investments, and that Xxxxxx Advisors we will have no duty, responsibility or liability for Client your assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client you will obtain and maintain at its your expense bonding that satisfies this requirement and covers Xxxxxx Advisors us and its affiliated personsany of our affiliates.

Retirement or Employee Benefit Plan Accounts. This Section 8 paragraph 12 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 paragraph 12 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment Adviser either under the Investment Advisers Act of 1940, as amended or under the laws of the applicable state. Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 10 applies if the account(s) is/are Account is for a (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iii) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdvisor, and Xxxxxx Advisors Advisor accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Client represents that Xxxxxx Advisors Advisor has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdvisor. Client will furnish promptly to Xxxxxx Advisors Advisor any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdvisor, such amendment will be binding on Xxxxxx Advisors Advisor only when agreed to by Xxxxxx Advisors Advisor in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Advisor will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Advisor will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Advisor and its affiliated personsAffiliated Persons. Advisor will disclose, to the extent required by ERISA Regulation Section 2550.408b- 2(c), to Client any change to the information in this Agreement required to be disclosed by Advisor under ERISA Regulation Section 2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which Advisor is informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond Advisor’s control, in which case the information will be disclosed as soon as practicable).3 In accordance with ERISA Regulation Section 2550.408b-2(c)(1)(vi)(A), the Advisor will disclose within thirty (30) days following receipt of a written request of the responsible plan fiduciary or Plan Administrator (unless such disclosure is precluded due to extraordinary circumstances beyond the Advisor’s control, in which case the information will be disclosed as soon as practicable) all information related to this Agreement and any compensation or fees received in connection with this Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder.4 If Advisor makes an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), Adviser will disclose to Client the corrected information as soon as practicable, but no later than thirty (30) days from the date on which Adviser learns of such error or omission.

Retirement or Employee Benefit Plan Accounts. This Section 8 7 applies if any portion of the account(s) is/are Portfolio is for a (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iii) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are any portion of the Portfolio is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment Adviser under the Investment Advisers Act of 1940, as amended (the “Advisors Act”). Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 10 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client CLIENT appoints Xxxxxx AdvisorsINVESTMENT MANAGER, and Xxxxxx Advisors INVESTMENT MANAGER accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Client INVESTMENT represents that Xxxxxx Advisors it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CLIENT represents that INVESTMENT MANAGER has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s CLIENT’S authority to retain Xxxxxx AdvisorsINVESTMENT MANAGER. Client CLIENT will furnish promptly to Xxxxxx Advisors INVESTMENT MANAGER any amendments to the plan, and Client CLIENT agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsINVESTMENT MANAGER, such amendment will be binding on Xxxxxx Advisors INVESTMENT MANAGER only when agreed to by Xxxxxx Advisors INVESTMENT MANAGER in writing. If the account(s) Account contains only a part of the assets of the plan, Client CLIENT understands that Xxxxxx Advisors INVESTMENT MANAGER will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors INVESTMENT MANAGER will have no duty, responsibility or liability for Client CLIENT assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client CLIENT will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors INVESTMENT MANAGER and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 of the Agreement applies if the account(s) is/are Client Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISAXXXXX; or (iiic) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(34975e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Adviser has been furnished provided with true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 applies if the account(s) is/Managed Assets are for a (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iii) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/Managed Assets are for a plan subject to ERISAERISA (the “Plan”), the Client appoints Xxxxxx Advisorsthe Advisor, and Xxxxxx Advisors the Advisor accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors the Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement. The Advisor represents that it is registered as an investment advisor under the Investment Advisors Act of 1940, as amended (the “Advisors Act”). If the Managed Assets are subject to a Plan, the Client represents that Xxxxxx Advisors the Advisor has been furnished true and complete copies of all documents establishing and governing the plan Plan (“Plan Documents”) and evidencing the Client’s authority to retain Xxxxxx Advisorsthe Advisor. The Client will furnish promptly to Xxxxxx Advisors the Advisor any amendments to the planPlan, and the Client agrees that, if any amendment affects the rights or obligations of Xxxxxx Advisorsthe Advisor, such amendment will be binding on Xxxxxx Advisors the Advisor only when agreed to by Xxxxxx Advisors the Advisor in writing. If the account(s) Managed Assets contains only a part of the assets of the planPlan, the Client understands that Xxxxxx Advisors the Advisor will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors the Advisor will have no duty, responsibility or liability for the Client assets that are not in the account(s)Managed Assets. Should the Client become aware or reasonably believe that it is required by ERISA, or a similar regulation, to obtain bonding, the Client shall promptly notify the advisor. If ERISA or other applicable law requires bonding with respect to the assets in Managed Assets, the account(s), Client will obtain and maintain maintain, at its expense expense, bonding that satisfies this requirement and covers Xxxxxx Advisors the Advisor and its affiliated personsAffiliated Persons. If the Managed Assets are subject to a Plan, the Client represents that (a) the appointment of the Advisor hereunder does not conflict with or violate any provision of law, rule, regulation or the Plan Documents, or any contract, deed of trust or other instrument to which the Plan is a party or to which the Managed Assets are subject; (b) the investments contemplated under this Agreement are consistent with the terms of the Plan and the Plan Documents and in accordance with the Client’s fiduciary obligations under ERISA; and (c) the Advisor shall not be responsible for the payment of any amount to the Plan’s participants or beneficiaries.

Retirement or Employee Benefit Plan Accounts. This Section 8 paragraph 12 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 applies if the account(s) is/Managed Assets are for a a: (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(asection 401 (a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iii) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/Managed Assets are for a plan subject to ERISAERISA (the “Plan”), the Client appoints Xxxxxx Advisorsthe Advisor, and Xxxxxx Advisors the Advisor accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors acknowledges the Advisor specifies that it is not a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect Code. The Advisor represents that it is registered as an investment advisor under the “Adviser’s Act”. If the Managed Assets are subject to a Plan, the provisions of services in Section 1 of this Agreement). Client represents that Xxxxxx Advisors the Advisor is authorized to perform the services contracted hereunder and Client has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx Advisorsthe Advisor. The Client will furnish promptly to Xxxxxx Advisors agrees that if there are any amendments to the plan, and Client agrees that, if any amendment affects Plan affecting the rights or obligations of Xxxxxx Advisorsthe Advisor, such amendment amendments will be binding on Xxxxxx Advisors the Advisor only when agreed to by Xxxxxx Advisors the Advisor in writing. If the account(s) contains Managed Assets contain only a part of the assets of the planPlan, the Client understands that Xxxxxx Advisors the Advisor will have no responsibility for the diversification of all of the planPlan’s investments, and that Xxxxxx Advisors the Advisor will have no duty, responsibility or liability for the Client assets that are not in the account(s)Managed Assets. If ERISA or other applicable law requires bonding with respect to the assets in Managed Assets, the account(s), Client Advisor will obtain and maintain maintain, at its expense expense, bonding that satisfies this requirement and covers Xxxxxx Advisors and its affiliated personsthe Advisor.

Retirement or Employee Benefit Plan Accounts. This Section 8 of the Agreement applies if the account(s) is/are Client Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(34975e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Adviser has been furnished provided with true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 of the Agreement applies if the account(s) is/are Client Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(34975e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Adviser has been furnished provided with true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 applies if the account(s) is/are for a (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section 401(a) of the Internal Revenue Code of 1968, as amended (“the Code”), and not covered by ERISA; or (iii) an individual retirement account account(s) (“XXX”) under section 408 of the Code. If the account(s) is/are for a plan subject to ERISA, Client appoints Xxxxxx Advisors, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions of services in Section 1 of this Agreement). Client represents that Xxxxxx Advisors has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx Advisors. Client will furnish promptly to Xxxxxx Advisors any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx Advisors, such amendment will be binding on Xxxxxx Advisors only when agreed to by Xxxxxx Advisors in writing. If the account(s) contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors will have no duty, responsibility or liability for Client assets that are not in the account(s). If ERISA or other applicable law requires bonding with respect to the assets in the account(s), Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors and its affiliated persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 10 applies if the account(s) is/are Account is for a (i) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISAXXXXX; or (iii) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdvisor, and Xxxxxx Advisors Advisor accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Client represents that Xxxxxx Advisors Advisor has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdvisor. Client will furnish promptly to Xxxxxx Advisors Advisor any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdvisor, such amendment will be binding on Xxxxxx Advisors Advisor only when agreed to by Xxxxxx Advisors Advisor in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Advisor will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Advisor will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Advisor and its affiliated personsAffiliated Persons. Advisor will disclose, to the extent required by ERISA Regulation Section 2550.408b- 2(c), to Client any change to the information in this Agreement required to be disclosed by Advisor under ERISA Regulation Section 2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which Advisor is informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond Advisor’s control, in which case the information will be disclosed as soon as practicable).3 In accordance with ERISA Regulation Section 2550.408b-2(c)(1)(vi)(A), the Advisor will disclose within thirty (30) days following receipt of a written request of the responsible plan fiduciary or Plan Administrator (unless such disclosure is precluded due to extraordinary circumstances beyond the Advisor’s control, in which case the information will be disclosed as soon as practicable) all information related to this Agreement and any compensation or fees received in connection with this Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder.4 If Advisor makes an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), Adviser will disclose to Client the corrected information as soon as practicable, but no later than thirty (30) days from the date on which Adviser learns of such error or omission.

Retirement or Employee Benefit Plan Accounts. This Section 8 9 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdvisor, and Xxxxxx Advisors accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Advisor acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Advisor represents that it is registered as an investment advisor under the Investment Advisors Act of 1940, as amended (the “Advisors Act”) or under the laws of any State. Client represents that Xxxxxx Advisors Advisor has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdvisor. Client will furnish promptly to Xxxxxx Advisors Advisor any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of Xxxxxx AdvisorsAdvisor, such amendment will be binding on Xxxxxx Advisors Advisor only when agreed to by Xxxxxx Advisors Advisor in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Advisor will have no responsibility for the diversification diversifi- cation of all of the plan’s investments, and that Xxxxxx Advisors Advisor will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers Xxxxxx Advisors Advisor and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 11 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-tax qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXXIRA”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(349759(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered with the SEC, pursuant to the Investment Advisers Act of 1940. Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment amendments affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this the requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.

Retirement or Employee Benefit Plan Accounts. This Section 8 11 applies if the account(s) is/are Account is for a (ia) pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (iib) tax-tax qualified retirement plan (including a Xxxxx plan) under Section section 401(a) of the Internal Revenue Code of 19681986, as amended (the “the Code”), and not covered by ERISA; or (iiic) an individual retirement account (“XXX”) under section Section 408 of the Code. If the account(s) is/are Account is for a plan subject to ERISA, Client appoints Xxxxxx AdvisorsAdviser, and Xxxxxx Advisors Adviser accepts its appointment, as an “investment manager” for purposes of ERISA and the Code, and Xxxxxx Advisors Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(349759(e)(3) of the Code (but only with respect to the provisions provision of services described in Section 1 of this Agreement). Adviser represents that it is registered with the SEC, pursuant to the Investment Advisers Act of 1940. Client represents that Xxxxxx Advisors Adviser has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain Xxxxxx AdvisorsAdviser. Client will furnish promptly to Xxxxxx Advisors Adviser any amendments to the plan, and Client agrees that, if any amendment amendments affects the rights or obligations of Xxxxxx AdvisorsAdviser, such amendment will be binding on Xxxxxx Advisors Adviser only when agreed to by Xxxxxx Advisors Adviser in writing. If the account(s) Account contains only a part of the assets of the plan, Client understands that Xxxxxx Advisors Adviser will have no responsibility for the diversification of all of the plan’s investments, and that Xxxxxx Advisors Adviser will have no duty, responsibility or liability for Client assets that are not in the account(s)Account. If ERISA or other applicable law requires bonding with respect to the assets in the account(s)Account, Client will obtain and maintain at its expense bonding that satisfies this the requirement and covers Xxxxxx Advisors Adviser and its affiliated personsAffiliated Persons.