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"Managed Account Service" shall mean Adviser's discretionary investment advisory service, as further <br />defined in this Schedule. <br />"Online Advice Participant" shall mean a Participant using the Online Advice Service by accepting <br />Adviser's online investment service agreement or terms of use. <br />"Online Advice Service" shall mean Adviser's non -discretionary investment advisory service, Online <br />Advice, or its successor, as further defined in this Schedule. <br />"Opt -out Feature" shall mean a feature of the Managed Account Service selected by the Plan Sponsor <br />through which Participants, designated by the Plan Sponsor, are automatically enrolled in the Managed <br />Account Service, as further defined in this Schedule. <br />"Participant" shall mean an eligible participant, beneficiary or alternate payee who is eligible for the <br />Services. <br />"Plan" shall mean the employee benefit plan or plans or other compensation programs or arrangements <br />maintained by Plan Sponsor as listed in this Schedule (as the same may be amended in writing by the <br />parties from time to time). If more than one Plan is covered by this Schedule, any references herein to the <br />Plan shall mean each of the Plans, unless the context requires otherwise. <br />"Plan Administrator" shall mean the "administrator" of the Plan as that term is defined under Section <br />3(16)(A) of ERISA and Section 414(g) of the Code, or such comparable person responsible for the <br />administration of the Plan in the event the Plan is not subject to such ERISA or Code provisions. <br />"Rollout Date" shall mean that date on which Adviser has made all of the Services provided under this <br />Agreement available to Participants. <br />"Schedule" means this Investment Advisory and Management Services Schedule, including any exhibits <br />("Exhibits") attached hereto as of the Schedule Effective Date or hereafter as mutually agreed to in writing <br />by the parties. <br />"Services" shall mean the specific services with respect to the Plan covered by this Schedule (including <br />the Exhibits attached hereto). <br />"Subadviser" shall mean Morningstar Investment Management, LLC. <br />' * CilWNUALTA M 4 10 <br />2.1 This Schedule sets forth the terms and conditions pursuant to which Adviser agrees to <br />provide Services with respect to the Plan. The terms and conditions of this Schedule are incorporated by <br />64 <br />City Council 19 — 67 9/19/2023 <br />