Common use of Representations by the Trustee Clause in Contracts

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution and delivery by the Trustee of this Agreement and the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effect. The Trustee understands, acknowledges and agrees that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential party.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) the Trustee has by appropriate action duly authorized the appointment of the Advisor and the execution and implementation of this Agreement, which has been executed on behalf of the Trustee by a person (or persons) authorized to do so and, at the request of the Advisor, shall deliver such evidence of such authority as the Advisor shall reasonably request; (b) the Trustee received a copy of Part II of the Advisor’s Form ADV at least 48 hours prior to the execution of this Agreement; (c) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and the prospectus of the ABA Members Collective Trust, as in effect from time to time, as any of the same may be amended from time to time and communicated in writing promptly to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; and (bd) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution and delivery by the Trustee of this Agreement and the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effect. The Trustee understands, acknowledges and agrees that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential party.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and the prospectus of the ABA Members Collective Trust as in effect from time to time, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five ten (510) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution and delivery by Trustee has not appointed the Trustee Advisor as an “investment manager” within the meaning of this Agreement and the performance by the Trustee Section 3(38) of its obligations hereunder do not violate (i) any provisions of any document specific ERISA with respect to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwiseSubaccount; (d) the Fund Trustee has the authority under the Declaration as set forth of Trust to retain, and is not prohibited by ERISA from retaining, the Advisor to assist the Trustee in Appendix B and any additional investment objectives and policies as set forth in managing the prospectus assets of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments Subaccount; and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) the Trustee has the authority under the Declaration of Trust to the best of Trustee’s knowledgedirect, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify is not prohibited by ERISA from directing, the Advisor regarding the voting of proxies as provided in the event the Trustee becomes aware that any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effect. The Trustee understands, acknowledges and agrees that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential partySection 4(e) above.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and the prospectus of the ABA Members Collective Trust, as in effect from time to time, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided in ERISA, (iii) securities issued by State Street Corporation and any other issuer as to which the Trustee has provided written notice to the Advisor (which, in addition to any securities issued by the Advisor or any of its affiliates, are the only securities known to the Trustee to be restricted from the Subaccount under ERISA ERISA), (iv) Advisor shall not cause the Subaccount to trade with State Street Global Markets, LLC or any of its affiliates on a principal basis or use State Street Global Markets, LLC or any other person specified in writing from time to time by the Trustee as a broker or other restricted person with respect to transactions for the Subaccount (which, in addition to the Advisor and any of its affiliates, are the only persons known to the Trustee to be restricted with respect to transactions for the Subaccount under ERISA), and (iiiv) any other investment restriction or limitation imposed by law or regulation Applicable Law which in the Trustee’s judgment is applicable to the Subaccount and which is communicated in writing by the Trustee to the Advisor; and (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution and delivery by the Trustee of this Agreement and the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effect. The Trustee understands, acknowledges and agrees that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential party.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and Appendix C, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution Fund is a bank collective investment fund ; ; and delivery by (d) (i) the person executing this Agreement on behalf of the Trustee has been authorized, and has legal authority, to do so and to legally bind the Trustee to the terms of this Agreement and the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific the Trustee has the authority to enter into and negotiate the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation terms of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus of the ABA Members Collective Trust, as in effect from time to time are consistent this Agreement with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that if any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effectforegoing representations cease to be true and/or complete. The Trustee understands, acknowledges and agrees willdeliver to the Advisor any information in the Trustee’s possession that the Trustee determines has been reasonably requested by Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect order to avoid violations of any class action litigation in which provisions of ERISA or any other laws applicable to the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential partySubaccount.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and the prospectus of the ABA Members Collective Trust, as in effect from time to time, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (c) the execution Fund is a bank collective investment fund for purposes of, and delivery as defined under, Prohibited Transaction Exemption 91-38 (“PTE 91-38”); (d) assuming Section III(a) of PTE 91-38 is satisfied with respect to a transaction to be recommended or entered into by the Trustee Advisor on behalf of the Fund, PTE 91-38 shall be available with respect to such transaction; and (e) (i) the person executing this Agreement on behalf of State Street has been authorized, and has legal authority, to do so and to legally bind State Street to the terms of this Agreement and the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific the Trustee has the authority to enter into and negotiate the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation terms of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus of the ABA Members Collective Trust, as in effect from time to time are consistent this Agreement with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that if any of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effectforegoing representations cease to be true and/or complete. The Trustee understands, acknowledges and also agrees to deliver to the Advisor any information in the Trustee’s possession that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans may reasonably request in respect order to avoid violations of any class action litigation in which provisions of ERISA or any other laws applicable to the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential partySubaccount.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and Appendix C, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; and (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, prepared and approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosurewriting; and (c) it has given the execution Advisor a copy of relevant sections of the underlying trust agreement and delivery by all amendments thereto and agrees with the Trustee of this Agreement and Advisor that it shall promptly furnish the performance by the Trustee of its obligations hereunder do not violate (i) any provisions Advisor with copies of any document specific relevant amendments to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwisetrust agreement upon their effectiveness; (d) no liens or charges will arise from the Fund Declaration as set forth act or omissions of NTI which may prevent the Advisor from giving a first priority lien or charge on the assets solely in Appendix B and any additional investment objectives and policies as set forth in connection with the prospectus Advisor’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives Subaccount with respect to any investments made pursuant to the Trusts without relying on the AdvisorInvestment Guidelines; and (e) Advisor has delivered to the best Trustee a copy of Trustee’s knowledgeits Disclosure Document dated February 26, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities2010, on file with the Commodity futures Trading Commission. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that any hereby acknowledges receipt of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effect. The Trustee understands, acknowledges and agrees that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential partysuch copy.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and the prospectus for the ABA Members Collective Trust as may be in effect from time to time, as any of the same may be amended from time to time and communicated to the Advisor, and (ii) those provided under ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; (b) Advisor is not responsible for complying with the restrictions on investment in employer securities imposed by ERISA section 407; (c) the Trustee is authorized to enter into this Agreement and appoint the Advisor hereunder and such Agreement and appointment are consistent with the documents governing the Plans and Applicable Law; (d) the Advisor is not responsible for the overall diversification of the Plan or the role that the Subaccount plays in the Plan’s overall investment strategy; (e) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (cf) the execution and delivery Subaccount is not registered, nor is it required to register, as an investment company under the U.S. Investment Company Act of 1940. These representations are deemed to be repeated by the Trustee of this Agreement and each time the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus Advisor executes a transaction on behalf of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securitiesSubaccount. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that if any of the above representations, warranties, agreements and acknowledgements becomes untrue while representations in this Agreement is in effectSection 5 cease to be true. The Trustee understandsacknowledges receipt of the following documents, acknowledges and agrees that as provided to the Trustee by the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act in accordance with requirements on behalf of the Trustee or its affiliates, Advisor pursuant to the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential party.FSA Rules:

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and Appendix C, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; and (b) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, prepared and approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosurewriting; and (c) it has given the execution Advisor a copy of relevant sections of the underlying trust agreement and delivery by all amendments thereto and agrees with the Trustee of this Agreement and Advisor that it shall promptly furnish the performance by the Trustee of its obligations hereunder do not violate (i) any provisions Advisor with copies of any document specific relevant amendments to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwisetrust agreement upon their effectiveness; (d) no liens or charges will arise from the Fund Declaration as set forth act or omissions of NTI which may prevent the Advisor from giving a first priority lien or charge on the assets solely in Appendix B and any additional investment objectives and policies as set forth in connection with the prospectus Advisor’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives Subaccount with respect to any investments made pursuant to the Trusts without relying on the AdvisorInvestment Guidelines; and (e) Advisor has delivered to the best Company a copy of Trustee’s knowledgeits Disclosure Document dated February 26, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securities2010, on file with the Commodity futures Trading Commission. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that any hereby acknowledges receipt of the above representations, warranties, agreements and acknowledgements becomes untrue while this Agreement is in effect. The Trustee understands, acknowledges and agrees that the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act on behalf of the Trustee or its affiliates, the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential partysuch copy.

Representations by the Trustee. The Trustee represents and warrants during the term of the Agreement that (a) there are no restrictions or limitations on the Subaccount’s investments imposed by Applicable Law applicable law other than (i) those set forth in the Declaration of Trust, the Fund Declaration, this Agreement, and Appendix C, as any of the same may be amended from time to time and communicated to the Advisor, (ii) those provided under in ERISA and (iii) any other investment restriction or limitation imposed by law or regulation which in the Trustee’s judgment is applicable to the Subaccount and which is communicated by the Trustee to the Advisor; and (b) Advisor is not responsible for complying with the restrictions on investment in employer securities imposed by ERISA section 407; (c) the Trustee is authorized to enter into this Agreement and appoint the Advisor hereunder and such Agreement and appointment are consistent with the documents governing the Plans and Applicable Law; (d) the Advisor is not responsible for the overall diversification of the Plan or the role that the Subaccount plays in the Plan’s overall investment strategy; (e) disclosure to Plan participants contained in the Registration Statement describing the Subaccount is accurate and prepared in accordance with the requirements of Form S-1 under the Securities Act of 1933, as amended, except that the Trustee makes no representation or warranty with respect to any disclosure relating to the Advisor or its services with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following confirmed transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; and (cf) the execution and delivery Subaccount is not registered, nor is it required to register, as an investment company under the U.S. Investment Company Act of 1940. These representations are deemed to be repeated by the Trustee of this Agreement and each time the performance by the Trustee of its obligations hereunder do not violate (i) any provisions of any document specific to the Trusts, Plans, Trustee or ABA RF, or (ii) any obligation or restriction specific to the Trusts, Plans, Trustee or ABA RF (as applicable) by which such entity is bound, whether arising by contract, operation of law or otherwise; (d) the Fund Declaration as set forth in Appendix B and any additional investment objectives and policies as set forth in the prospectus Advisor executes a transaction on behalf of the ABA Members Collective Trust, as in effect from time to time are consistent with the Trusts’ governing instruments and the Trustee, together with such experts, consultants, and advisors as the Trustee deemed necessary, has independently determined the investment strategy and objectives with respect to the Trusts without relying on the Advisor; (e) to the best of Trustee’s knowledge, no Plan sponsor (or affiliate thereof) has issued and outstanding any public securitiesSubaccount. The Trustee shall promptly notify the Advisor in the event the Trustee becomes aware that if any of the above representations, warranties, agreements and acknowledgements becomes untrue while representations in this Agreement is in effectSection 5 cease to be true. The Trustee understandsacknowledges receipt of the following documents, acknowledges and agrees that as provided to the Trustee by the Advisor shall not, and shall not have any duty or authority to, proceed or otherwise act in accordance with requirements on behalf of the Trustee or its affiliates, Advisor pursuant to the Trusts or the Plans in respect of any class action litigation in which the Trustee or its affiliates, the Trusts or the Plans may be a party or a potential party.FSA Rules: