Common use of Platform Description Clause in Contracts

Platform Description. The Platform is an automated web-based investment management platform consisting of various portfolios of Investments or models, in each case made available as determined by Altruist and subject to the ability of Advisor and Clients in consultation with Advisor to impose reasonable restrictions, held in an Account (“Model Portfolios” and each a “Model Portfolio”). Advisor shall attest that Advisor is granted discretionary authority by Clients. The Platform is not provided on an exclusive basis to the Advisor or its Clients, and Advisor acknowledges that Altruist provides substantially similar services to other parties and clients. The Platform shall have the features and specifications set forth below and in Appendix A (The Platform), including but not limited to the Questionnaire and Automated Investment Engine. No Model Portfolio is personalized or in any way tailored to reflect the personal financial circumstances or investment objectives of any Client. Advisor agrees that Altruist will not act as a fiduciary to any Client, investment Advisor to any Client for purposes of the Advisors Act, or a “fiduciary” or “investment manager” to any Client, as those terms are used in Section 4975 of the Internal Revenue Code of 1986 and the Employee Retirement Income Security Act of 1974, and Advisor agrees that it will not make any representation to the contrary. Advisor will have sole responsibility for determining the appropriateness, diversification or suitability of the Platform and any particular model, portfolio, or Model Portfolio for each Client. Altruist gives no warranty as to the performance or profitability of the Model Portfolios or any part thereof, or any guarantee that any investment objectives will be achieved. Advisor has sole responsibility for the acceptance, rejection or implementation of Portfolios provided by Altruist. The parties acknowledge and agree that (i) only the Advisor will exercise “investment discretion” over Client accounts for purposes of Section 13(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) the Advisor will be solely responsible for filing any required reports with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. Advisor acknowledges that, depending on the circumstances, including the timing and dissemination of Model Portfolios or related changes, Altruist may disseminate Model Portfolios or related changes, or execute transactions for accounts for which Altruist has discretionary or trading authority, before disseminating Model Portfolios or related changes to Advisor. Advisor acknowledges and agrees that (i) the recommendations implicit in the Model Portfolios provided to Advisor may reflect recommendations being made by Altruist contemporaneously to, or investment advisory decisions made contemporaneously for, other clients of Altruist; (ii) Altruist may have already commenced trading before Advisor has received or had the opportunity to evaluate or act on Altruist’s Model Portfolio or related changes; (iii) transactions ultimately placed by Advisor for its clients may be subject to price movements, particularly with large orders relative to the given security’s trading volume, that may result in Advisor’s clients receiving prices that are less favorable than the prices obtained by Altruist’s other clients; and [(iv) while Altruist takes reasonable steps to minimize the market impact caused by transactions for accounts over which Altruist has investment or trading authority, because Altruist does not control Advisor’s execution of transactions for Advisor’s Clients, Altruist cannot control the market impact of such transactions to the same extent that it would for accounts over which Altruist has investment or trading authority].

Platform Description. The Platform is an automated web-based investment management platform consisting of various portfolios of Investments or models, in each case made available as determined by Altruist and subject to the ability of Advisor and Clients in consultation with Advisor to impose reasonable restrictions, held in an Account (“Model Portfolios” Portfoliosˮ and each a “Model Portfolio”Portfolioˮ). Advisor shall attest that Advisor is granted discretionary authority by Clients. The Platform is not provided on an exclusive basis to the Advisor or its Clients, and Advisor acknowledges that Altruist provides substantially similar services to other parties and clients. The Platform shall have the features and specifications set forth below and in Appendix A (The Platform), including but not limited to the Questionnaire and Automated Investment Engine. No Model Portfolio is personalized or in any way tailored to reflect the personal financial circumstances or investment objectives of any Client. Advisor agrees that Altruist will not act as a fiduciary to any Client, investment Advisor to any Client for purposes of the Advisors Act, or a “fiduciary” fiduciaryˮ or “investment manager” managerˮ to any Client, as those terms are used in Section 4975 of the Internal Revenue Code of 1986 and the Employee Retirement Income Security Act of 1974, and Advisor agrees that it will not make any representation to the contrary. Advisor will have sole responsibility for determining the appropriateness, diversification or suitability of the Platform and any particular model, portfolio, or Model Portfolio for each Client. Altruist gives no warranty as to the performance or profitability of the Model Portfolios or any part thereof, or any guarantee that any investment objectives will be achieved. Advisor has sole responsibility for the acceptance, rejection or implementation of Portfolios provided by Altruist. The parties acknowledge and agree that (i) only the Advisor will exercise “investment discretion” discretionˮ over Client accounts Accounts for purposes of Section 13(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”Actˮ); and (ii) the Advisor will be solely responsible for filing any required reports with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. Advisor acknowledges that, depending on the circumstances, including the timing and dissemination of Model Portfolios or related changes, Altruist may disseminate Model Portfolios or related changes, or execute transactions for accounts for which Altruist ▇▇▇▇▇▇▇▇ has discretionary or trading authority, before disseminating Model Portfolios or related changes to Advisor. Advisor acknowledges and agrees that (i) the recommendations implicit in the Model Portfolios provided to Advisor may reflect recommendations being made by Altruist contemporaneously to, or investment advisory decisions made contemporaneously for, other clients of Altruist; (ii) Altruist may have already commenced trading before Advisor has received or had the opportunity to evaluate or act on Altruist’s Altruistʼs Model Portfolio or related changes; (iii) transactions ultimately placed by Advisor for its clients may be subject to price movements, particularly with large orders relative to the given security’s securityʼs trading volume, that may result in Advisor’s Advisorʼs clients receiving prices that are less favorable than the prices obtained by Altruist’s Altruistʼs other clients; and [(iv) while Altruist takes reasonable steps to minimize the market impact caused by transactions for accounts over which Altruist has investment or trading authority, because Altruist does not control Advisor’s Advisorʼs execution of transactions for Advisor’s Advisorʼs Clients, Altruist cannot control the market impact of such transactions to the same extent that it would for accounts over which Altruist has investment or trading authority].