ERISA Accounts. If Client or the Assets are considered a “plan” or an “employee benefit plan” as such terms as defined in ERISA, Sub-Adviser acknowledges that, in acting as discretionary sub-adviser to the Assets, it is a fiduciary (as defined in Section 3938 of ERISA) with respect to the Assets.
ERISA Accounts. (a) If the Portfolio is subject to the provisions of ERISA, then:
ERISA Accounts. You represent that we have been furnished true and complete copies of all documents establishing and governing the plan and evidencing your authority to retain us. You will furnish promptly to us any amendments to the plan, and you agree that, if any amendment affects our rights or obligations, such amendment will be binding on us only when agreed to by us in writing. If ERISA or other applicable law requires bonding with respect to the assets in the Account, you will obtain and maintain, at your expense, bonding that satisfies this requirement and covers us and our affiliated persons.
ERISA Accounts. If the Account is subject to the provisions of the Employment Retirement Income Security Act of 1974, as amended ("ERISA") or corresponding provisions of the Internal Revenue Code, as amended (the "IRC"), Adviser acknowledges that it is a "fiduciary" (as defined in ERISA and the IRC respectively) with respect to performing its duties under this Agreement. Client agrees to maintain appropriate ERISA bonding for the Account and to include within the coverage of the bond the Adviser and its personnel, as may be required by law. Client represents that employment of Adviser, and any instructions that have been given to Adviser with regard to the Account, are consistent with applicable plan and trust documents. Client agrees to furnish Adviser with copies of such governing documents. The person signing this Agreement on behalf of Client also acknowledges its status as a "named fiduciary" (as defined in ERISA and the IRC respectively) with respect to the control and management of the assets held in the Account, and agrees to notify Adviser promptly of any change in the identity of the named fiduciary with respect to the Account. Client also acknowledges that the Account is only a part of the plan’s assets, and that Adviser is not responsible for overall compliance of such investments with the requirements of ERISA or any other governing law or documents.
ERISA Accounts. If this Agreement is entered into by a trustee or other fiduciary including, but not limited to, someone meeting the definition of a “Fiduciary” under the Employee Retirement Income Security Act of 1974 ("ERISA") or an employee benefit plan subject to ERISA, such trustee or other fiduciary represents and warrants that Client's representation by Xxxxxxx is permitted by the relevant governing instrument of such plan and that Client is duly authorized to enter into this Agreement. Client agrees to furnish Xxxxxxx with such documents, as Xxxxxxx shall reasonably request with respect to the foregoing. Client further agrees to notify Xxxxxxx in writing, of any event that might affect this authority or the validity of this Agreement. Client additionally represents and warrants that: (i) its governing instruments provide that an "investment manager," as defined in ERISA, may be appointed; and (ii) the person executing and delivering this Agreement on behalf of Client is a “named fiduciary,” as defined in ERISA, who has the power under the plan to appoint an investment manager. If Client is a retirement plan subject to ERISA, Client agrees to add a clause to the fidelity bond required by law, which provides coverage for agents employed by it. This clause shall cover Xxxxxxx, its officers, directors, and employees.
ERISA Accounts. If Client is a retirement plan (the “Plan”) subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Advisor agrees and acknowledges that, as investment manager to the Plan, Advisor is a fiduciary under XXXXX with respect to the Plan. Client represents that the Plan’s sponsor has appointed Advisor and any Independent Manager engaged on Client’s behalf to (a) manage the Plan’s assets solely according to the directions of the Plan sponsor and other named fiduciaries of the Plan, and (b) transmit trading instructions on the Plan’s behalf. Client understands and acknowledges that Advisor is not the “administrator” of the Plan as defined by XXXXX. The Client represents that the Plan’s sponsor and trustees have read this Agreement and have determined that Advisor fees, which are 0.25% of all assets managed under the Plan, are reasonable considering the services contemplated by this Agreement. Client agrees to provide Advisor with accurate and timely information on all Plan matters essential to the performance of Advisor duties under this Agreement. Client acknowledges that Advisor shall not incur any liability in connection with any action that it takes (or does not take) at the written direction of the Plan’s authorized representatives or their agents or in reliance upon any written information supplied by any of such persons, in each case expecting any damage or loss arising solely from Advisor’s breach of its fiduciary duty under this Agreement, negligence, willful misconduct or bad faith. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement with waive or limit any rights that the Client may have under those laws.
ERISA Accounts. If this Agreement is entered into by a trustee or other fiduciary including, but not limited to, someone meeting the definition of a “Fiduciary” under the Employee Retirement Income Security Act of 1974 ("ERISA") or an employee benefit plan subject to ERISA, such trustee or other fiduciary represents and warrants that Client's representation by Chelsea is permitted by the relevant governing instrument of such plan and that Client is duly authorized to enter into this Agreement. Client agrees to furnish Chelsea with such documents, as Chelsea shall reasonably request with respect to the foregoing. Client further agrees to notify Chelsea in writing, of any event that might affect this authority or the validity of this Agreement. Client additionally represents and warrants that: (i) its governing instruments provide that an "investment manager," as defined in ERISA, may be appointed; and (ii) the person executing and delivering this Agreement on behalf of Client is a “named fiduciary,” as defined in ERISA, who has the power under the plan to appoint an investment manager. If Client is a retirement plan subject to ERISA, Client agrees to add a clause to the fidelity bond required by law, which provides coverage for agents employed by it. This clause shall cover Chelsea, its officers, directors, and employees.
ERISA Accounts. If the Accounts are under ERISA, Advisor will act under ERISA Section 3(21)(A)(ii) with respect to its rendering of investment advice as that term is defined in ERISA. Advisor will not act as, nor has Advisor agreed to assume the duties of, a trustee of the Plan or as Plan Administrator (as such term is defined under ERISA). Advisor has no discretion to interpret the Plan documents, to determine eligibility or participation under the Plan, or to take any other action with respect to the management, administration, or any other aspect of the Plan. Further, neither Advisor nor its affiliates have the authority or responsibility to act as a custodian for the Plan and do not take custody of Plan assets. Advisor shall not, and cannot, provide legal or tax advice to Client or the Plan. Client agrees to seek the advice of its legal advisor, as to matters that might arise relating to the operations and administration of the Plan.
ERISA Accounts. If the services under this Agreement involve Xxxxxxxx Advisors providing advice about securities to an account that is maintained on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or similar government regulation, Xxxxxxxx Advisors acknowledges that this advice would constitute investment advice to a retirement plan or to retirement plan assets for compensation and, as a consequence, Xxxxxxxx Advisors would be deemed a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of ERISA. Xxxxxxxx Advisors will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. However, Xxxxxxxx Advisors is not considered an investment manager and in the absence of a separate agreement to this effect does not have the power to manage, acquire or dispose of any plan assets. Xxxxxxxx Advisors is not the “Administrator” of Client’s retirement plan as defined in ERISA.
ERISA Accounts. If the subscriber is, or is acting on behalf of, an “employee benefit plan” as defined in and subject to ERISA, or a “plan” as defined in, and subject to, Section 4975 of the Code (a “Plan”), or a Plan Assets Entity (in which case, the following representations and warranties are made with respect to each Plan holding an investment in such Plan assets Entity) the individual signing this Subscription Agreement on behalf of the subscriber, hereby further represents and warrants as, or on behalf of, the fiduciary of the Plan responsible for purchasing Units (the “Plan Fiduciary”) that: (a) the Plan Fiduciary has considered an investment in the Trust in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, an investment in the Trust is consistent with the Plan Fiduciary's responsibilities under ERISA; (c) the Plan's investment in the Trust does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan's investment in the Trust has been duly authorized and approved by all necessary parties; (e) none of the managing operator, U.S. Bank Trust National Association (the “Trustee”), UBS Securities LLC, Royal Bank of Scotland (“RBS”), Wilmington Trust Investment Management LLC, The Northern Trust Company, PNC Financial Services Group, Inc., any selling agent, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase the Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase the Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decision with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision to invest in the Trust, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that plan investments be diversified so as to minimize the risks of large losses, (ii) is independent of the managing operator, the Trustee, UBS Securities LLC, RBS, Wilmington Trust Investment Management LLC,...
