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