EMPOWER ANNUITY INSURANCE COMPANY

Home Browse Search

reference into each Exhibit attached hereto, without regard to an express reference therein. Adviser acknowledges and agrees that: (i) it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, (ii) it is an investment adviser and fiduciary under the Advisers Act and is a fiduciary under ERISA to the extent it provides Services to Online Advice Participants, and (iii) it is an investment adviser and fiduciary under the Advisers Act and is an investment manager (as defined under Section 3(38) of ERISA) to the extent it provides Services to Managed Account Participants. 2.2 The parties specifically agree that no provision of this Schedule or any Exhibit will require Adviser to: (i) provide investment advice to Plan Sponsor or Plan Administrator; (ii) exercise any discretionary authority or discretionary control with respect to the management of the Plan; or (iii) have or exercise any discretionary authority or responsibility in the administration of the Plan, including the selection of the Opt -Out Feature of the Managed Account Service (if applicable). Adviser has no discretion or responsibility to interpret provisions of the Plan or to determine eligibility, participation, orthe right to receive benefits under the Plan. 2.3 Adviser shall take appropriate actions and maintain policies and procedures reasonably necessary to ensure Adviser does not engage in any nonexempt prohibited transactions under ERISA in providing Services hereunder. Adviser's policies and procedures are designed to comply with applicable law, including Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), pursuant to which Adviser has delegated certain obligations under this Schedule to Subadviser, as described in Advisers Form ADV Brochure. 2.4 Adviser has authorized Empower Financial Services, Inc. ("EFSI"), an Affiliate of Adviser, and its licensed agents and registered representatives who are Empower employees (collectively referred to as "Agents") to solicit, refer and market Adviser's Services. In addition to their salary, such Agents may earn bonus compensation based upon engaging plan sponsors to offer EAG's Services. Other Agents and Adviser, representatives may be indirectly compensated through bonus compensation, in addition to their salary, for communication, education and/or assisting Participants to enroll in EAG's Services. Compensation paid to Agents or Adviser representatives does not increase the fees paid by the Plan and/or their Participants. 2.5 Nothing in this Schedule is intended to constitute legal or tax advice from Adviser to Plan Sponsor, or to any other party. Plan Sponsor understands that Adviser has not given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor's legal counsel and/or tax adviser. 2.6 Empower's current Privacy Notice is provided as a part of this Schedule but shall not lessen any of Empower's obligations regarding Personal Data hereunder. 65 City Council 19 — 68 9/19/2023