Unless you have notified us otherwise in writing, effective on June 9, 2017, by continuing any Transaction in place on such date or entering into any new Transaction on or following such date, any fiduciary making the investment decision on behalf of Plan Customer Client with respect to such Transaction and the Plan Customer Client will each be deemed to represent (which representations will be deemed repeated at all times until the termination of any Transaction) that:
(a) the fiduciary is independent of Barclays;
(b) the fiduciary is either (1) a “bank” as defined in Section 202 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) that is regulated and supervised and subject to periodic examination by a State or Federal agency, (2) an insurance carrier which is qualified under the laws of more than one State to perform the services of managing, acquiring or disposing of assets of a plan, (3) an investment adviser registered under the Advisers Act or, if not registered by reason of paragraph (1) of Section 203A of such Act, is registered as an investment adviser under the laws of a State in which it maintains its principal office and place of business; (4) a broker-dealer registered under the Securities Exchange Act of 1934, as amended or (5) any independent fiduciary that holds, or has under its management and control, total assets of at least $50 million;
(c) the fiduciary is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; and
(d) the fiduciary is acting as a fiduciary under ERISA or Section 4975 of the Code, or both, with respect to the Transaction, and is responsible for exercising independent judgment in evaluating each Transaction.
Further, unless you have notified us otherwise in writing, such fiduciary and the Plan Client will be deemed to acknowledge and agree that:
(y) Barclays is not undertaking to provide impartial investment advice, suggestions, recommendations or alternatives or give investment advice, suggestions, recommendations or alternatives in a fiduciary capacity, in connection with the Transaction; and
(z) Barclays is not receiving a fee or other compensation directly from Plan Client, any plan fiduciary, plan participant or beneficiary, IRA or IRA owner for the provision of investment advice (as opposed to other services, trades, or transactions) in connection with any Transaction.
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If you have any questions regarding the foregoing, please contact your Barclays representative.