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i) With respect to the Managed Account Services, act as fiduciary and investment <br />manager, to the Plan and its Participants; <br />ii) With respect to Investment Advice Services, act as fiduciary; <br />iii) Establish or confirm connectivity with Service Provider necessary to receive and <br />deliver Plan Data and implement Participant transactions in connection with the <br />Advisory Services; <br />iv) Collect and process Plan Data as is reasonably necessary to provide the Advisory <br />Services; <br />v) Collect and process data and information on the Designated Investment Alternatives; <br />vi) Construct and monitor the Plan Portfolios; <br />vii) Assign Participants to Plan Portfolios based upon Plan Data and instruct the Service <br />Provider to make necessary trades in accordance with the assigned Plan Portfolios; <br />viii) Reallocate Participants who enroll in the Managed Account Service on an ongoing <br />basis, but no less frequently than quarterly; and <br />ix) Communicate with Plan Sponsor with respect to any matters arising its duties or <br />obligations. <br />V. PLAN SPONSOR OBLIGATIONS AND ACKNOWLEDGEMENTS <br />i) Plan Sponsor, in its capacity as named fiduciary of the Plan, hereby appoints Morningstar <br />and as "investment manager" to the Plan, with respect to any Participant who has an account <br />within the Plan, and has elected to enroll in the Managed Account Services. Plan Sponsor <br />agrees and acknowledges that the powers of Morningstar to manage, acquire or dispose of <br />any Plan asset shall pertain only to its respective duties and obligations described herein. <br />ii) Plan Sponsor agrees to provide or cause Service Provider to provide accurate and timely <br />Plan Data and understands that Morningstar will rely on such Plan Data to provide the <br />Advisory Services. Morningstar shall not have any liability for Service Provider's or Plan <br />Sponsor's failure to timely inform Morningstar Service Provider, as applicable, of any <br />changes to the Plan Data. Therefore: <br />a. Plan Sponsor shall or shall cause Service Provider to provide all necessary <br />Participant census data and updates as requested by Morningstar or Service <br />Provider in order for Morningstar to provide the Advisory Services described <br />in this Agreement; <br />b. Plan Sponsor shall or shall cause Service Provider to provide Plan information <br />and rules to Morningstar or Service Provider that are necessary for set-up <br />services and promptly notify Morningstar or Service Provider with any updates <br />to this information if changes are made; and <br />Non -ERISA July 2021 <br />