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

Retirement or Employee Benefit Plan Accounts. This Section 10 applies if the 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 401(a) of the Internal Revenue Code of 1986, 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 is for a plan subject to ERISA, Client appoints Adviser, and Adviser accepts its appointment, as an “investment manager” for purposes of Section 3(38) of ERISA and Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21)(A) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under state law. If the Account is for a plan subject to ERISA, this Agreement contains the disclosures required by ERISA Regulation Section 2550.408b- 2(c) and which disclosures Client has received reasonably in advance of entering into this Agreement. In addition, Adviser will provide the following disclosures, when required: (i) Adviser will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to Client any change to the information in this Agreement as to services, status and compensation required to be disclosed under ERISA Regulation Section 2550.408b-2(c)(1)(iv)(A) through (D), and (G) as soon as practicable, but no later than sixty (60) days from the date on which Adviser is informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond Adviser’s control, in which case the information will be disclosed as soon as practicable). (ii) In accordance with ERISA Regulation Section 2550.408b-2(c)(1)(vi), upon Client’s written request, Adviser will disclose all information related to the compensation or fees received in connection with this Agreement that is required for the ERISA plan to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder. Such disclosure shall be made reasonably in advance of the date upon which Client states that such information is needed (unless such disclosure is precluded due to extraordinary circumstances beyond Adviser’s control, in which case the information will be disclosed as soon as practicable); provided that the Client provides the written request to Adviser reasonably in advance of the date upon which the information is needed and any failure to do so shall be deemed to be an extraordinary circumstance beyond Adviser’s control. (iii) If Adviser makes an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv), a change to the information as described in part (i) above, or the information described in part (ii) above, 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. Client represents that: (i) Adviser’s performance of the services described in Section 1 of this Agreement are authorized under the governing instruments of the plan, (ii) Client’s execution of this Agreement is authorized under the governing instruments of the plan and applicable law and Adviser does not reasonably expect to receive any compensation, direct or indirect, for its Services under Section 1 of this Agreement other than the compensation described in Schedule B of this Agreement. If Adviser receives any other compensation for such services, Adviser will: a. ) Offset that compensation against Adviser’s stated fees, and

Retirement or Employee Benefit Plan Accounts. This Section 10 applies if the 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 401(a) of the Internal Revenue Code of 1986, 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 is for a plan subject to ERISA, Client appoints Adviser, and Adviser accepts its appointment, as an “investment manager” for purposes of Section 3(38) of ERISA and Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21)(A) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under state law. If the Account is for a plan subject to ERISA, this Agreement contains the disclosures required by ERISA Regulation Section 2550.408b- 2(c) and which disclosures Client has received reasonably in advance of entering into this Agreement. In addition, Adviser will provide the following disclosures, when required: (i) Adviser will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to Client any change to the information in this Agreement as to services, status and compensation required to be disclosed under ERISA Regulation Section 2550.408b-2(c)(1)(iv)(A) through (D), and (G) as soon as practicable, but no later than sixty (60) days from the date on which Adviser is informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond Adviser’s control, in which case the information will be disclosed as soon as practicable). (ii) In accordance with ERISA Regulation Section 2550.408b-2(c)(1)(vi), upon Client’s written request, Adviser will disclose all information related to the compensation or fees received in connection with this Agreement that is required for the ERISA plan to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder. Such disclosure shall be made reasonably in advance of the date upon which Client states that such information is needed (unless such disclosure is precluded due to extraordinary circumstances beyond Adviser’s control, in which case the information will be disclosed as soon as practicable); provided that the Client provides the written request to Adviser reasonably in advance of the date upon which the information is needed and any failure to do so shall be deemed to be an extraordinary circumstance beyond Adviser’s control. (iii) If Adviser makes an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv), a change to the information as described in part (i) above, or the information described in part (ii) above, 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. Client represents that: (i) Adviser’s performance of the services described in Section 1 of this Agreement are authorized under the governing instruments of the plan, (ii) Client’s execution of this Agreement is authorized under the governing instruments of the plan and applicable law and Adviser does not reasonably expect to receive any compensation, direct or indirect, for its Services under Section 1 of this Agreement other than the compensation described in Schedule B of this Agreement. If Adviser receives any other compensation for such services, Adviser will: a. a) Offset that compensation against Adviser’s stated fees, and b) Will disclose to Client the amount of such compensation, the services rendered for such compensation, the payer of such compensation and a description of Adviser’s arrangement with the payer.

Retirement or Employee Benefit Plan Accounts. This Section 10 applies if the 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 401(a) of the Internal Revenue Code of 1986, 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 is for a plan subject to ERISA, Client appoints Adviser, and Adviser accepts its appointment, as an “investment manager” for purposes of Section 3(38) of ERISA and Adviser acknowledges that it is a “fiduciary” within the meaning of Section 3(21)(A) of ERISA and Section 4975(e)(3) of the Code (but only with respect to the provision of services described in Section 1 of this Agreement). Adviser represents that it is registered as an investment adviser under state law. If the Account is for a plan subject to ERISA, this Agreement contains the disclosures required by ERISA Regulation Section 2550.408b- 2(c) and which disclosures Client has received reasonably in advance of entering into this Agreement. In addition, Adviser will provide the following disclosures, when required:applicable (i) Adviser will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to Client any change to the information in this Agreement as to services, status and compensation required to be disclosed under ERISA Regulation Section 2550.408b-2(c)(1)(iv)(A) through (D), and (G) as soon as practicable, but no later than sixty (60) days from the date on which Adviser is informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond Adviser’s control, in which case the information will be disclosed as soon as practicable). (ii) In accordance with ERISA Regulation Section 2550.408b-2(c)(1)(vi), upon Client’s written request, Adviser will disclose all information related to the compensation or fees received in connection with this Agreement that is required for the ERISA plan to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder. Such disclosure shall be made reasonably in advance of the date upon which Client states that such information is needed (unless such disclosure is precluded due to extraordinary circumstances beyond Adviser’s control, in which case the information will be disclosed as soon as practicable); provided that the Client provides the written request to Adviser reasonably in advance of the date upon which the information is needed and any failure to do so shall be deemed to be an extraordinary circumstance beyond Adviser’s control. (iii) If Adviser makes an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv), a change to the information as described in part (i) above, or the information described in part (ii) above, 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. Client represents that: (i) Adviser’s performance of the services described in Section 1 of this Agreement are authorized under the governing instruments of the plan, (ii) Client’s execution of this Agreement is authorized under the governing instruments of the plan and applicable law and Adviser does not reasonably expect to receive any compensation, direct or indirect, for its Services under Section 1 of this Agreement other than the compensation described in Schedule B of this Agreement. If Adviser receives any other compensation for such services, Adviser will: a. (i) Offset offset that compensation against Adviser’s stated fees, and (ii) will disclose to Client the amount of such compensation, the services rendered for such compensation, the payer of such compensation and a description of Adviser’s arrangement with the payer.