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

Retirement or Employee Benefit Plan Accounts. If Client is not subject to the Federal Employee Retirement Income Securities Act of 1974, as amended (hereinafter “ERISA”), as of the date of this Agreement, and at all times during the term of this Agreement, less than twenty-five percent of the Account(s) assets are and will be assets of “employee benefit plans” within the meaning of ERISA. If Client is subject to ERISA or in an owner only retirement plan or Account: (a) Client has independently determined that the retention of Management by Client satisfies all requirements of section 404(a)(1) of ERISA, including the “prudent man" standards of section 404(a)(1)(B) and the “diversification” standard of section 404(a)(1)(C), and will not be prohibited under any of the provisions of section 406 of ERISA, if any, or section 4975(c)(1) of the Internal Revenue Code of 1986, as amended, if any. The undersigned authorized signatory for Client has requested and received all information from Management that the undersigned, after due inquiry, considered relevant to such determinations. The undersigned has taken into account that (A) there is a risk of a loss of the Account, (B) the Account(s) may be relatively illiquid, and (C) funds so invested may not be readily available for payment of employee benefits if Client is an employee benefit plan or to Client’s beneficial owner if Client is an owner only retirement plan or Account. Taking into account these and all other factors relating to retention of Management by Client, the undersigned has concluded that the retention of Management by Client constitutes an appropriate part of Client’s overall investment program. (b) Client will notify Management, in writing, of (A) any termination, substantial contraction, merger or consolidation of Client, or transfer of its assets to any other employee benefit plan, (B) any amendment to the organizing documents of Client or any related instrument that materially affects the activities of Management contemplated hereunder or the authority of any named fiduciary or investment manager to authorize Client investments or retention of investment advisers and (C) any alteration in the identity of any named fiduciary or investment manager, including itself, who has the authority to approve Client investments. (c) If Client is subject to ERISA in accordance with sections 405(c)(1), 405(c)(2) and 405(d) of ERISA, or an owner only retirement plan or Account, the fiduciary responsibilities of Management and any officer, director, employee or agent of Management shall be limited to his, her or its duties in managing the Account(s), and Management shall not be responsible for any other duties with respect to Client (including evaluating the initial or continued appropriateness of Client’s retention of Management, including under section 404(a)(1) of ERISA, if applicable). (d) Management is registered as an investment adviser under the Investment Advisers Act of 1940, and, if Client is subject to ERISA, Management understands that Management shall be a “fiduciary” of Client, as that term is defined in ERISA section 3(21)(A).