Common use of Adviser Liability Clause in Contracts

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser ADVISER Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and and, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. . The CLIENT further acknowledges and agrees that ADVISER shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the CLIENT’s predecessor advisors/custodians to the Accounts to be managed by the ADVISER) resulting from: (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and and, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. i.e., the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser ADVISER Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. . The CLIENT further acknowledges and agrees that ADVISER shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the CLIENT’s predecessor advisers/custodians to the Accounts to be managed by the ADVISER), including, but not limited to, adverse consequences resulting from: (1) securities purchased by CLIENT’s predecessor advisor(sadviser(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent failure to completion of the Account transition processbe protected or benefit from any market-related events, including market corrections or advances; and or, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISERAdviser, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third third-party service providers recommended to the CLIENT Client by the ADVISERAdviser, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENTClient’s total assets, ADVISER Adviser shall only be responsible for those assets that the CLIENT Client has designated to be the subject of the ADVISERAdviser’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENTClient. If, during the term of this Agreement, the ADVISER Adviser purchases specific individual securities for the Account at the direction of the CLIENT Client (i.e. the request to purchase was initiated solely by the CLIENTClient), the CLIENT Client acknowledges that the ADVISER Adviser shall do so as an accommodation only, and that the CLIENT Client shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT Client further acknowledges and agrees that the ADVISER Adviser shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. Adviser. In addition, with respect to any and all accounts maintained by the CLIENT Client with other investment professionals or at custodians for which the ADVISER Adviser does not maintain trading authority, the CLIENTClient, and not the ADVISERAdviser, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT Client desires that the ADVISER Adviser provide investment management services with respect to any such assets or accounts, the CLIENT Client may engage the ADVISER Adviser to do so for a separate and additional fee. The CLIENT Client acknowledges that investments have varying degrees of financial risk, and that ADVISER Adviser shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENTClient’s investment objectives. (1) securities purchased by CLIENTClient’s predecessor advisor(s); (2) the sale by ADVISER Adviser of securities purchased by the CLIENTClient’s predecessor advisor(s) subsequent to completion of the Account transition process; and and, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT Client may have under any federal or state securities laws.

Adviser Liability. The ADVISER, subject to the limitations set forth below, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the non-discretionary or discretionary investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a any broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible make discretionary or non-discretionary recommendations for those assets that the CLIENT has designated to be the subject of the ADVISER’s discretionary or non-discretionary investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. IfIn the case of a non-discretionary account, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any any, and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any any, and all such securities, regardless of whether any such security is reflected on any quarterly type of Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any any, and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authorityinformation, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment recommendation that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein no portion of the above shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws, ERISA, or under the rules promulgated by the Employee Benefits Security Administration and/or the Department of Labor.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s CLIENT‟s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s ADVISER‟s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases or holds specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase or hold was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s CLIENT‟s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); and, (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. . The CLIENT further acknowledges and agrees that ADVISER shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the CLIENT’s predecessor advisors/custodians to the Accounts to be managed by the ADVISER), including, but not limited to, adverse consequences resulting from: (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.;

Adviser Liability. The ADVISER, subject to the limitations set forth below, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the non-discretionary investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a any broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible make non-discretionary recommendations for those assets that the CLIENT has designated to be the subject of the ADVISER’s non-discretionary investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any any, and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any any, and all such securities, regardless of whether any such security is reflected on any quarterly type of Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any any, and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authorityinformation, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide non-discretionary investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional feeso. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment recommendation that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein no portion of the above shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws, ERISA, or under the rules promulgated by the Employee Benefits Security Administration and/or the Department of Labor.

Adviser Liability. With respect to the provision of investment advisory services that are within the scope of the agreed-upon relationship with CLIENT, the ADVISER will be held to the standard of conduct imposed by the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The ADVISER, acting in good faith, shall ADVISER will not be liable for any actionacts or omissions of other professionals or third-party service providers, omissionincluding but not limited to: a broker-dealer, investment recommendation/decisioncustodian, attorney, accountant, or loss in connection with this Agreement insurance agent. The ADVISER shall specifically not be responsible for any trade errors resulting from, or attributable to, the acts or omissions of any third party, including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or and custodian, attorney, accountant, insurance agent, or . A person who is not a party to this Agreement has no rights to enforce any other professionalterm of this Agreement and this Agreement shall not be deemed to create any third-party beneficiary rights. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENTAgreement. If, during the term of this Agreement, If the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT, or the CLIENT transfers into the Account securities purchased by the CLIENT prior to or independent of the ADVISER, the CLIENT maintains the responsibility for monitoring these securities, and for all decisions to continue to hold or sell any such securities (i.e. the request ADVISER shall not make any transactions for such securities unless, and until, advised to purchase was initiated solely do so, in writing, by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the The CLIENT further acknowledges and agrees that the ADVISER shall does not have any responsibility for the performance of any and all such these securities, regardless of whether any such security is reflected they are included on any quarterly Account reports prepared by ADVISER. HoweverUnless otherwise agreed to by the ADVISER, the ADVISER may continue to will include such securities when calculating ADVISER’s compensation under this Agreement. The CLIENT, and not the ADVISER, is exclusively responsible for the investment performance of any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all or accounts maintained managed by the CLIENT with other investment professionals or maintained at custodians for which the ADVISER does not maintain have trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT further acknowledges that investments have varying degrees of financial risk, and agrees that ADVISER shall not be responsible liable for any adverse financial consequences to losses or charges incurred during the Account resulting transfer of the Assets from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. prior advisors, broker-dealers or account custodians. This includes, but is not limited to, any losses or charges resulting from: (1a) securities purchased by CLIENT’s predecessor advisor(s)advisors; (2b) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent failure to completion of the Account transition processbe protected or benefit from any market-related events, including market corrections or advances; and or (3c) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer or account custodian. To the extent that CLIENT is not a retail investor who seeks to receive or receives services primarily for personal, family or household purposes (see paragraph 18 below), the CLIENT shall indemnify and defend ADVISER and its members, employees, and affiliates, and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of the CLIENT, broker-dealer/custodian, agent or other third party selected by the CLIENT, except to the extent that same are the direct result of ADVISER’s breach of fiduciary duty to the CLIENT or ADVISER’s negligence. The federal Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faithcircumstances, and therefore nothing herein in this Agreement shall in any way constitute a waiver or limitation of any rights which the CLIENT may expressly have under any federal or state securities laws, including ADVISER’s fiduciary obligations that cannot be limited or waived, the Employee Retirement Income Security Act of 1974 as amended (“ERISA”), or under the rules promulgated by the Employee Benefits Security Administration or the Department of Labor.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and and, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. With respect to the provision of investment advisory services that are within the scope of the agreed-upon relationship with CLIENT, the ADVISER will be held to the standard of conduct imposed by the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The ADVISER, acting in good faith, shall ADVISER will not be liable for any actionacts or omissions of other professionals or third-party service providers, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or dealer, custodian, attorney, accountant, or insurance agent, except to the extent that such act and/or omission is the direct result of the ADVISER’s breach of fiduciary duty or negligence. A person who is not a party to this Agreement has no rights to enforce any other professionalterm of this Agreement and this Agreement shall not be deemed to create any third-party beneficiary rights. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENTAgreement. If, during the term of this Agreement, If the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT, or the CLIENT (i.e. transfers into the request to purchase was initiated solely Account securities purchased by the CLIENT)CLIENT prior to or independent of the ADVISER, the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the The ADVISER shall not have sell any responsibility such securities without the CLIENT's prior direction to do so. The ADVISER can include such securities when calculating ADVISER’s compensation under this Agreement. The CLIENT, and not the ADVISER, is exclusively responsible for the investment performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared assets or accounts managed by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or maintained at custodians for which the ADVISER does not maintain have trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT further acknowledges that investments have varying degrees of financial risk, and agrees that ADVISER shall not be responsible liable for any adverse financial consequences to losses or charges incurred during the Account resulting transfer of the Assets from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. prior advisors, broker-dealers or account custodians. This includes, but is not limited to, any losses or charges resulting from: (1a) securities purchased by CLIENT’s predecessor advisor(s)advisors; (2b) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent failure to completion of the Account transition processbe protected or benefit from any market-related events, including market corrections or advances; and or (3c) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer or account custodian. To the extent that CLIENT is not a retail investor who seeks to receive or receives services primarily for personal, family or household purposes (see paragraph 18 below), the CLIENT shall indemnify and defend ADVISER and its members, employees, and affiliates, and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of the CLIENT, broker-dealer/custodian, agent or other third party engaged by the CLIENT, except to the extent that same are the direct result of ADVISER’s breach of fiduciary duty to the CLIENT or ADVISER’s negligence. The federal Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faithcircumstances, and therefore nothing herein in this Agreement shall in any way constitute a waiver or limitation of any rights which the CLIENT may expressly have under any federal or state securities laws, including ADVISER’s fiduciary obligations that cannot be limited or waived, the Employee Retirement Income Security Act of 1974 as amended (“ERISA”), or under the rules promulgated by the Employee Benefits Security Administration or the Department of Labor.

Adviser Liability. The ADVISER, subject to the limitations set forth below, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the discretionary investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a any broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible make discretionary recommendations for those assets that the CLIENT has designated to be the subject of the ADVISER’s discretionary investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. IfCLIENT should maintain ongoing monitoring of their Account, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any any, and all such securities, regardless of whether any such security is reflected on any quarterly type of Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any any, and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authorityinformation, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide non-discretionary investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate so. Such non-discretionary advice shall be documented accordingly and additional feeagreed to in advance. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment recommendation that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein no portion of the above shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws, ERISA, or under the rules promulgated by the Employee Benefits Security Administration and/or the Department of Labor.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, subject to the limitations set forth below, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased or sold, or advice provided, prior to the execution of this Agreement, including, but not limited to, the services provided by the CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent failure to completion of the Account transition process; and (3) any account transfer, closing be protected or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.benefit from any

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); and, (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. i.e., the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser ADVISER Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. . The CLIENT further acknowledges and agrees that ADVISER shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the CLIENT’s predecessor ADVISERs/custodians to the Accounts to be managed by the ADVISER), including, but not limited to, adverse consequences resulting from: (1) securities purchased by CLIENT’s predecessor advisor(sadviser(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent failure to completion of the Account transition processbe protected or benefit from any market-related events, including market corrections or advances; and or, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.

Adviser Liability. The ADVISERa. To the fullest extent permitted by law, acting in good faithnone of Adviser or its owners, shall not officers, employees, representatives, agents, and affiliates (collectively, “Affiliates”) will be liable for any actionobligations, omissioncosts, investment recommendation/decisionfees, or loss in connection with this Agreement includinglosses, liabilities, claims, judgments, actions, damages, and expenses, including but not limited toto attorneys’ fees, the investment expenses, and court costs (“Losses”) paid, suffered, or incurred by any party arising directly or indirectly out of (i) any act or omission of the AssetsAdviser or any of its Affiliates in performing the Services hereunder; provided that Adviser has not acted with gross negligence, willful misconduct, or the acts and/or omissions bad faith; or (ii) any act or omission of other any professionals or third party service providers recommended to the CLIENT Client by the ADVISERAdviser, including a including, without limitation, any broker-dealer and/or dealer, custodian, attorney, accountant, insurance agent, or any other professional. If ; provided that Adviser exercised reasonable care in recommending such professional or service provider to the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. Client. b. If, during the term of this Agreement, the ADVISER Adviser purchases specific individual securities for the Account at the direction of the CLIENT Client (i.e. the request to purchase was initiated solely by the CLIENTClient), the CLIENT Client acknowledges that the ADVISER Adviser shall do so as an accommodation only, and that the CLIENT Client shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT Client further acknowledges and agrees that the ADVISER Adviser shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. Adviser. c. The CLIENT Client acknowledges that investments have varying degrees of financial risk, and that ADVISER Adviser shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENTClient’s investment objectivesFinancial Needs. d. The Client further acknowledges and agrees that Adviser shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (1i.e., the transfer of the Assets from the Client’s predecessor advisors/custodians to the Accounts to be managed by the Adviser) resulting from: (i) securities purchased by CLIENTClient’s predecessor advisor(s); (2ii) the sale by ADVISER Adviser of securities purchased by the CLIENTClient’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3iii) any account transfer, closing closing, or administrative charges or fees imposed by the previous broker-dealer/custodian. e. a. Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, act of terrorism, or failure of communication or power supply. The federal securities laws impose liabilities under certain circumstances on persons who act in good faithIn the event of equipment breakdowns beyond its control, and therefore nothing herein Adviser shall in any way constitute a waiver or limitation of any rights which the CLIENT may take reasonable steps to minimize service interruptions but shall have under any federal or state securities lawsno liability with respect thereto.

Adviser Liability. The ADVISERa. To the fullest extent permitted by law, acting in good faithnone of Adviser or its owners, shall not officers, employees, representatives, agents, and affiliates (collectively, “Affiliates”) will be liable for any actionobligations, omissioncosts, investment recommendation/decisionfees, or loss in connection with this Agreement includinglosses, liabilities, claims, judgments, actions, damages, and expenses, including but not limited toto attorneys’ fees, the investment expenses, and court costs (“Losses”) paid, suffered, or incurred by any party arising directly or indirectly out of (i) any act or omission of the AssetsAdviser or any of its Affiliates in performing the Services hereunder; provided that Adviser has not acted with gross negligence, willful misconduct, or the acts and/or omissions bad faith; or (ii) any act or omission of other any professionals or third party service providers recommended to the CLIENT Client by the ADVISERAdviser, including a including, without limitation, any broker-dealer and/or dealer, custodian, attorney, accountant, insurance agent, or any other professional. If ; provided that Adviser exercised reasonable care in recommending such professional or service provider to the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. Client. b. If, during the term of this Agreement, the ADVISER Adviser purchases specific individual securities for the Account at the direction of the CLIENT Client (i.e. the request to purchase was initiated solely by the CLIENTClient), the CLIENT Client acknowledges that the ADVISER Adviser shall do so as an accommodation only, and that the CLIENT Client shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT Client further acknowledges and agrees that the ADVISER Adviser shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. Adviser. c. The CLIENT Client acknowledges that investments have varying degrees of financial risk, and that ADVISER Adviser shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENTClient’s investment objectivesFinancial Needs. d. The Client further acknowledges and agrees that Adviser shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (1i.e., the transfer of the Assets from the Client’s predecessor advisors/custodians to the Accounts to be managed by the Adviser) resulting from: (i) securities purchased by CLIENTClient’s predecessor advisor(s); (2ii) the sale by ADVISER Adviser of securities purchased by the CLIENTClient’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3iii) any account transfer, closing closing, or administrative charges or fees imposed by the previous broker-dealer/custodian. e. a. Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, acts of terrorism, or failure of communication or power supply. The federal securities laws impose liabilities under certain circumstances on persons who act in good faithIn the event of equipment breakdowns beyond its control, and therefore nothing herein Adviser shall in any way constitute a waiver or limitation of any rights which the CLIENT may take reasonable steps to minimize service interruptions but shall have under any federal or state securities lawsno liability with respect thereto.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. . The CLIENT further acknowledges and agrees that ADVISER shall not bear any responsibility whatsoever for any adverse financial consequences occurring during the Account transition process (i.e., the transfer of the Assets from the CLIENT’s predecessor advisors/custodians to the Accounts to be managed by the ADVISER) resulting from: (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.;

Adviser Liability. The ADVISERAdviser, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT Client by the ADVISERAdviser, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENTClient’s total assets, ADVISER Adviser shall only be responsible for those assets that the CLIENT Client has designated to be the subject of the ADVISERAdviser’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENTClient. If, during the term of this Agreement, the ADVISER Adviser purchases specific individual securities for the Account at the direction of the CLIENT Client (i.e. the request to purchase was initiated solely by the CLIENTClient), the CLIENT Client acknowledges that the ADVISER Adviser shall do so as an accommodation only, and that the CLIENT Client shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT Client further acknowledges and agrees that the ADVISER Adviser shall not have any responsibility for the performance of any and all such securities, regardless of whether . Client acknowledges that any request to purchase or hold any security(ies) not being managed by Adviser requires additional paperwork and these requests will not be acted upon by Adviser until such security paperwork is reflected signed and on any quarterly Account reports prepared by ADVISER. However, file with the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. Adviser. In addition, with respect to any and all accounts maintained by the CLIENT Client with other investment professionals or at custodians for which whom the ADVISER Adviser does not maintain trading authority, the CLIENTClient, and not the ADVISERAdviser, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT Client desires that the ADVISER Adviser provide investment management services with respect to any such assets or accounts, the CLIENT Client may engage the ADVISER Adviser to do so for a separate and additional fee. The CLIENT Client acknowledges that investments have varying degrees of financial risk, and that ADVISER Adviser shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENTinvestment strategy designated by the Client. The Client further acknowledges and agrees that Adviser shall not be responsible for any financial consequences occurring during or in furtherance of the Account transition process (i.e., the transfer of the Assets from the Client’s investment objectives.predecessor advisors/custodians to the Accounts to be managed by the Adviser) resulting from: (1) securities purchased by CLIENTClient’s predecessor advisor(s); (2) the sale by ADVISER Adviser of securities purchased by the CLIENTClient’s predecessor advisor(s) subsequent to completion of the Account transition process; and (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT Client may have under any federal or state securities laws.

Adviser Liability. The ADVISER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the investment of the Assets, or the acts and/or omissions of other professionals or third party service providers recommended to the CLIENT by the ADVISER, including a broker-dealer and/or custodian, attorney, accountant, insurance agent, or any other professional. If the Account contains only a portion of the CLIENT’s total assets, ADVISER shall only be responsible for those assets that the CLIENT has designated to be the subject of the ADVISER’s investment management services under this Agreement without consideration to those additional assets not so designated by the CLIENT. If, during the term of this Agreement, the ADVISER purchases specific individual securities for the Account at the direction of the CLIENT (i.e. the request to purchase was initiated solely by the CLIENT), the CLIENT acknowledges that the ADVISER shall do so as an accommodation only, and that the CLIENT shall maintain exclusive ongoing responsibility for monitoring any and all such individual securities, and the disposition thereof. Correspondingly, the CLIENT further acknowledges and agrees that the ADVISER shall not have any responsibility for the performance of any and all such securities, regardless of whether any such security is reflected on any quarterly Account reports prepared by ADVISER. However, the ADVISER may continue to include any such assets for purposes of determining Adviser Compensation. . In addition, with respect to any and all accounts maintained by the CLIENT with other investment professionals or at custodians for which the ADVISER does not maintain trading authority, the CLIENT, and not the ADVISER, shall be exclusively responsible for the investment performance of any such assets or accounts. In the event the CLIENT desires that the ADVISER provide investment management services with respect to any such assets or accounts, the CLIENT may engage the ADVISER to do so for a separate and additional fee. The CLIENT acknowledges that investments have varying degrees of financial risk, and that ADVISER shall not be responsible for any adverse financial consequences to the Account resulting from any investment that, at the time made, was consistent with the CLIENT’s investment objectives. (1) securities purchased by CLIENT’s predecessor advisor(s); (2) the sale by ADVISER of securities purchased by the CLIENT’s predecessor advisor(s) subsequent failure to completion of the Account transition processbe protected or benefit from any market-related events, including market corrections or advances; and or, (3) any account transfer, closing or administrative charges or fees imposed by the previous broker-dealer/custodian. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the CLIENT may have under any federal or state securities laws.