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63 <br />SCHEDULE B: <br />INVESTMENT ADVISORY & MANAGEMENT SERVICES SCHEDULE <br />LIST OF PLANS <br />1. City of Santa Ana Deferred Compensation Plan (“457(b) Plan”), 960140 <br />This Investment Advisory and Management Services Schedule (“Schedule”) is entered into by the <br />parties pursuant to the Master Services Agreement between Empower and Plan Sponsor dated October 1, <br />2023 (the “Agreement”). This Schedule shall be entered into between Empower Advisory Group, LLC, an <br />Affiliate of Empower (hereinafter referred to as “Adviser”) and Plan Sponsor effective as of October 1, 2023 <br />subject to change) (“Schedule Effective Date”). This Schedule hereby incorporates by reference, and <br />each party agrees to be bound by, the terms of the Agreement. As such, this Schedule forms a separate <br />and independent Investment Advisory and Management Services agreement for the Plan. Capitalized <br />terms used but not defined herein shall have the meanings given to them in the Agreement. In the event of <br />a conflict between the terms of the Agreement and this Schedule, this Schedule shall supersede and <br />control, but only with regard to the Services (defined below) rendered by Adviser with respect to the <br />employee benefit plan(s) sponsored by Plan Sponsor. For the avoidance of doubt, the terms of this <br />Schedule will not govern nor have any applicability to other relationships or services between Empower, or <br />any other Empower Affiliate, and Plan Sponsor. <br />Plan Sponsor is engaging Adviser pursuant to this Schedule to provide investment advisory and <br />analytic Services to certain Participants in the Plan(s) (defined below) for which Empower provides <br />recordkeeping, administrative and other Services for Plan Sponsor as set forth in the Agreement. Plan <br />Sponsor maintains the Plan, and on behalf of itself, as Plan Sponsor, and on behalf of the Plan Administrator <br />of the Plan, has the authority to appoint agents and service providers for the Plan. Plan Sponsor <br />understands that Adviser has selected Morningstar Investment Management, LLC (“Subadviser”) to serve <br />as an independent financial expert pursuant to Department of Labor Advisory Opinion 2001-09A (and any <br />modifications or amendments thereto), to perform investment services including advisory Services and <br />discretionary Managed Account Services, as further described in this Schedule. In consideration of these <br />covenants, mutual representations and agreements contained herein, Adviser and Plan Sponsor agree as <br />follows: <br />1. DEFINITIONS <br />Advisers Act” shall mean the Investment Advisers Act of 1940, as amended. <br />Managed Account Participant” shall mean a Participant participating in the Managed Account Service, <br />or its successor service.