BlackRock Fund Advisors

Orion Portfolio Solutions, LLC (“Licensee”), has entered into a Platform Agreement (“Agreement”) with BlackRock, Inc. (“BlackRock”) in relation to the use of model portfolios (“BlackRock Models”).

You, an independent investment adviser subscribing to Licensee’s OPS Program or Orion Communities platform (“Customer”), represent the following:

  • You hereby expressly acknowledge that the BlackRock Models and the brochures, fact sheets, commentaries and other documents produced by BlackRock concerning BlackRock Models intended for distribution to financial professionals not affiliated with BlackRock (“Model Portfolio Materials”) are provided “as-is,” without any warranty of any kind, express or implied, and BlackRock expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, suitability or fitness for a particular purpose, or that the BlackRock Models will produce any particular investment outcome, with respect to any BlackRock Model or Model Portfolio Material provided by BlackRock hereunder or otherwise to Licensee or any other person.
  • You hereby acknowledge receipt of BlackRock’s Form ADV Part 2 (“Disclosure Document”), as made available to you by Licensee. You shall not deliver to your clients the Disclosure Document unless such delivery is required by applicable law and is accompanied by prominent disclosure which states the Disclosure Document is being provided solely for informational purposes and should not suggest that BlackRock Fund Advisor has any relationship, fiduciary, advisory or otherwise, with the client.
  • You acknowledge that BlackRock Models are comprised of exchange-traded funds and mutual funds managed and advised by BlackRock which will pay fees to BlackRock for providing management, administrative or other services that are in addition to the fees received by Licensee for providing services hereunder.
  • BlackRock is not acting in an investment advisory, fiduciary or quasi-fiduciary capacity to any actual or prospective client of Yours, through Your use of the BlackRock Models and Model Portfolio Materials. You (including your representatives and agents) (a) are solely responsible, pursuant to your contracts with investment advisory clients, for providing investment advice to such clients, (b) are solely responsible for making investment recommendations and/or decisions with respect to clients, (c) must have a reasonable basis for making any investment decision or recommendation with respect to a client, without having relied on any BlackRock Model, Model Portfolio Material or other information received hereunder from BlackRock, (d) are responsible for exercising independent judgment in evaluating each transaction, and (e) with respect to the BlackRock Models, Model Portfolio Materials and services, You are capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies. You acknowledge that: (a) the Models and the Model Portfolio Materials shall not serve as the primary basis for any investment decision or recommendation with regard to any transactions or investment strategies, and (b) neither BlackRock nor any of its affiliates is serving as a “fiduciary” (as defined in Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended) with respect to such investment decision or recommendation, or the Models, Model Portfolio Materials or any related services,
  • In connection with any recommendation or decision to invest a client’s account in a particular investment (whether or not such investment is one of the funds included in a BlackRock Model), you and your representatives and agents are making such recommendation and/or decision based on your independent analysis of the investment, your contractual, fiduciary and/or other obligations to the client, and the particular financial circumstances, investment objectives and risk tolerance of the client.
  • You agree not to include the name of any BlackRock Model, the terms “BlackRock” or “iShares” or any other related term in the name of any portfolio or account you create in connection with the use of the BlackRock Models and the Model Portfolio Materials without the prior written consent of BlackRock.
  • You may only customize the appearance and/or branding of the BlackRock Models and the Model Portfolio Materials to incorporate your name, logo and required disclosures, provided that such modifications do not impact the presentation of relevant BlackRock Model information and disclaimers included in the form of the BlackRock Model or Model Portfolio Material delivered by BlackRock. Any specific portfolio content included in or relating to the BlackRock Models and Model Portfolio Materials, including descriptions, allocations, fund details and disclosures, may not be altered in any way by you. In the event of the inclusion of data or information, which has not been provided by BlackRock, you represent and warrant that you will include disclosure reflecting that said information has not been provided by BlackRock. Disclaimers and other related disclosures included by BlackRock in the form of any Model Portfolio Material may not be altered in any way by you. You may, as required by your policies and regulatory requirements, incorporate additional disclosures into the Model Portfolio Materials. All such Model Portfolio Materials must include a statement that BlackRock, Inc. and its affiliates are not affiliated with you. Upon request, you will make any and all modified Model Portfolio Materials available to the Licensee for inspection.
  • You represent and warrant that you are an investment advisor and will not provide the BlackRock Models or Model Portfolio Materials to any party as investment advice and will not represent or imply to any party that the BlackRock Models and Model Portfolio Materials constitute investment advice in any form. You further represent and warrant that written confirmation will be obtained from each firm or Financial Professional that receives a BlackRock Model or Model Portfolio Material from you that it (a) acknowledges and agrees that the BlackRock Models and Model Portfolio Materials do not constitute investment advice from BlackRock to any person or entity, (b) has entered into a contract with each of its clients (including those of its representatives and agents) in which it assumes responsibility for providing investment advisory services to such clients, and (c) has read and understood the disclosure documents for the constituent holdings of the BlackRock Models.
  • You shall inform all of such Customer’s clients of the risks that (a) any investments made in accordance with, or otherwise in connection with, the BlackRock Models involve risk (the amount of which may vary significantly), (b) that investment performance and the success of any selected investment can never be predicted or guaranteed, and (c) that the value of investments made in connection with the BlackRock Models will fluctuate due to market conditions, various market, liquidity, currency, economic and political risks and other factors.
  • Liability
  • IN NO EVENT WILL BLACKROCK, OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, FUND DIRECTORS OR TRUSTEES, EMPLOYEES, AGENTS, REPRESENTATIVES OR ASSIGNS, BE LIABLE FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES ARISING OUT OF THE USE, NON-USE OR INABILITY TO USE THE BLACKROCK MODELS OR THE MODEL PORTFOLIO MATERIALS IN ANY WAY, EVEN
  • IF BLACKROCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, BLACKROCK SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE IN ANY WAY FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO ANY INVESTMENT, ADVISORY, TRADING OR OTHER ACTIVITIES ENGAGED IN BY THE THIRD PARTY USER OF THE BLACKROCK MODELS, A FINANCIAL PROFESSIONAL AND THEIR CUSTOMERS OR CLIENTS, OR ANY OTHER THIRD PARTY IN CONNECTION WITH THE BLACKROCK MODELS OR MODEL PORTFOLIO MATERIALS.
  • Indemnification
  • You agree to indemnify, defend and hold BlackRock, and any of its affiliates, officers, directors, fund directors or trustees, employees, agents, representatives and assigns (“Indemnified Parties”), harmless from and against any and all claims, demands, liabilities, losses, obligations, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other legal expenses) (“Losses”) arising out of or incurred in connection with any claim by a third party to the extent such claim is arising out of, or alleged to arise out of, or related to: (a) the BlackRock Models or any or all of the funds included in the BlackRock Models; (b) the Model Portfolio Materials; (c) your use of the BlackRock Models and the Model Portfolio Materials; and (d) your or your client’s use of the BlackRock Models and the Model Portfolio Materials.
  • For the avoidance of doubt, BlackRock is not acting in an investment advisory, fiduciary or quasi-fiduciary capacity to any actual or prospective client of Yours, through Your use of the BlackRock site or the reports generated or exported from the BlackRock website, BlackRock Models, or any other BlackRock service or materials. You agree to make no statement to the contrary.