Item 19 - Agreement with Empower Annuity Insurance Company for the Employee Deferred Compensation Plan

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69 4. FEES & CHARGES 4.12 Adviser shall be entitled to compensation for the Services it provides in accordance with the fee provisions set forth in Exhibit B-1 attached hereto. Fees will be deducted from the Plan’s trust or other funding vehicle, charged to Participant accounts, or invoiced to the Plan Sponsor as elected in the applicable Schedule or as directed by Plan Sponsor. Plan Sponsor shall be responsible for determining that fees paid are reasonable expenses of administering the Plan. 4.13 Plan Sponsor acknowledges and agrees the Managed Account Service fees will be deducted directly from Managed Account Participant accounts in arrears. Plan Sponsor Directs Empower to collect these fees on behalf of Adviser and to deduct fees from Managed Account Participant accounts in accordance with the Service elections and fees described in Exhibit B-1 attached hereto. 4.14 Adviser may provide additional services pursuant to Direction from the Plan Sponsor. Any fees for such additional services will be agreed upon by Adviser and the Plan Sponsor prior to the provision of additional services. 5. PRIVACY Adviser acknowledges that it is a “financial institution,” within the meaning of Regulation S -P, Privacy of Consumer Financial Information, issued by the Securities and Exchange Commission (“Reg S-P”) along with the GLBA and other applicable federal and state laws. Adviser acknowledges and agrees that it receives Personal Data which constitutes “personally identifiable financial information,” within the meaning of Data Protection Laws. Adviser has adopted a Privacy Notice, which will apply to Personal Data, that may be amended from time to time. 6. FIDUCIARY INDEMNIFICATION In addition to the Liability & Indemnification provision set forth in Section 9 of the Agreement, Adviser shall also indemnify the Plan Sponsor from Damages to the extent resulting from Advis er’s breach of its fiduciary duties under ERISA with respect to the Services as described in this Schedule. 7. TERM & TERMINATION 7.1 Term. Either party may terminate this Schedule with ninety (90) days written notice to the other party of its intent to terminate unless terminated in accordance with the applicable provisions of Section 7.2 of this Schedule. 7.2 Termination. This Schedule shall terminate automatically in the following circumstances: 7.2.1 Either party notifies the other of that it has determined in good faith that the Schedule is not consistent with its fiduciary duties under ERISA or applicable federal or state law; or