Common use of AUTHORITY OF ADVISER Clause in Contracts

AUTHORITY OF ADVISER. (a) Subject to 2(b) below, Adviser shall have full discretion and authority, without obtaining Client’s prior approval, to manage the investment and reinvestment of the Account and shall use its best efforts to increase the value of the Account by causing it to be invested and reinvested in such a manner as Adviser considers appropriate. Adviser is authorized, without prior consultation with Client, to buy, sell, trade and allocate for the Account leverage/inverse/volatility ETFs/ETNs, and to give instructions in furtherance of such authority to the custodian of the Account, INTERACTIVE BROKERS LLC. This grant of discretion shall remain in full force and effect until terminated by Client or Adviser pursuant to Section 10 of this Agreement, or until Adviser receives notice of Client’s death. The termination of this grant of discretion shall constitute a termination of this Agreement. If, in the event of Client’s death, Adviser acts in good faith pursuant to this grant of discretion without actual knowledge of Client’s death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on Client’s successors in interest. In furtherance of the foregoing, Client hereby designates and appoints Adviser as its agent and attorney-in-fact, with full power and authority and without further approval of Client (except as may be required by law) for purposes of accomplishing on behalf of Client any of the foregoing matters or any matters which are properly the subject matter of this Agreement. (b) Nothing in this Agreement shall be deemed to impose upon Adviser any obligation to purchase or sell for the Account any security or property which Adviser, its directors, officers, partners, employees, affiliates or agents (collectively known as the “Affiliates”) may purchase or sell for its or their own accounts or for the account of any other client or affiliate. (c) Client hereby directs that transactions for the Account should be executed through custodian INTERACTIVE BROKERS LLC. Client hereby authorizes the Account to automatically mirror holdings in Adviser’s model portfolio set forth in 1(a) through custodian’s software program, which issues buy and sell trading instructions to Client’s Account. (d) Client hereby authorizes Adviser to (i) combine purchase or sale orders on behalf of the Account together with other accounts to which Adviser provides investment services (collectively, the “Other Accounts”) and (ii) allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts. This is considered a “block trade”. Adviser may enter into arrangements with brokers to open “average price” accounts wherein orders placed during a trading day are placed on behalf of the Account and Other Accounts and are allocated among such accounts using an average price.

AUTHORITY OF ADVISER. (a) Subject to 2(b3(b) below, Adviser shall have full discretion and authority, without obtaining Client’s prior approval, to manage the investment and reinvestment of the Account and shall use its best efforts to increase the value of the Account by causing it to be invested and reinvested in such a manner as Adviser considers appropriate. Adviser is authorized, without prior consultation with Client, to buy, sell, trade and allocate for the Account individual stocks and leverage/inverse/volatility ETFs/ETNsETNs traded in US stock exchanges, and to give instructions in furtherance of such authority to the custodian of the Account, INTERACTIVE BROKERS LLC. This grant of discretion shall remain in full force and effect until terminated by Client or Adviser pursuant to Section 10 11 of this Agreement, or until Adviser receives notice of Client’s death. The termination of this grant of discretion shall constitute a termination of this Agreement. If, in the event of Client’s death, Adviser acts in good faith pursuant to this grant of discretion without actual knowledge of Client’s death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on Client’s successors in interest. In furtherance of the foregoing, Client hereby designates and appoints Adviser as its agent and attorney-in-fact, with full power and authority and without further approval of Client (except as may be required by law) for purposes of accomplishing on behalf of Client any of the foregoing matters or any matters which are properly the subject matter of this Agreement. (b) Nothing in this Agreement shall be deemed to impose upon Adviser any obligation to purchase or sell for the Account any security or property which Adviser, its directors, officers, partners, employees, affiliates or agents (collectively known as the “Affiliates”) may purchase or sell for its or their own accounts or for the account of any other client or affiliate. (c) Client hereby directs that transactions for the Account should be executed through custodian INTERACTIVE BROKERS LLC. Client hereby authorizes the Account to automatically mirror holdings in Adviser’s model portfolio set forth in 1(a) through custodian’s software program, which issues buy and sell trading instructions to Client’s Account. (d) Client hereby authorizes Adviser to (i) combine purchase or sale orders on behalf of the Account together with other accounts to which Adviser provides investment services (collectively, the “Other Accounts”) and (ii) allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts. This is considered a “block trade”. Adviser may enter into arrangements with brokers to open “average price” accounts wherein orders placed during a trading day are placed on behalf of the Account and Other Accounts and are allocated among such accounts using an average price.

AUTHORITY OF ADVISER. (a) Subject to 2(b) below, Adviser shall have full discretion and authority, without obtaining Client’s prior approval, to manage the investment and reinvestment of the Account and shall use its best efforts to increase the value of the Account by causing it to be invested and reinvested in such a manner as Adviser considers appropriate. Adviser is authorized, without prior consultation with Client, to buy, sell, trade and allocate for the Account individual stocks and leverage/inverse/volatility ETFs/ETNsETNs traded in US stock exchanges, and to give instructions in furtherance of such authority to the custodian of the Account, INTERACTIVE BROKERS LLC. This grant of discretion shall remain in full force and effect until terminated by Client or Adviser pursuant to Section 10 of this Agreement, or until Adviser receives notice of Client’s death. The termination of this grant of discretion shall constitute a termination of this Agreement. If, in the event of Client’s death, Adviser acts in good faith pursuant to this grant of discretion without actual knowledge of Client’s death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on Client’s successors in interest. In furtherance of the foregoing, Client hereby designates and appoints Adviser as its agent and attorney-in-fact, with full power and authority and without further approval of Client (except as may be required by law) for purposes of accomplishing on behalf of Client any of the foregoing matters or any matters which are properly the subject matter of this Agreement. (b) Nothing in this Agreement shall be deemed to impose upon Adviser any obligation to purchase or sell for the Account any security or property which Adviser, its directors, officers, partners, employees, affiliates or agents (collectively known as the “Affiliates”) may purchase or sell for its or their own accounts or for the account of any other client or affiliate. (c) Client hereby directs that transactions for the Account should be executed through custodian INTERACTIVE BROKERS LLC. Client hereby authorizes the Account to automatically mirror holdings in Adviser’s model portfolio set forth in 1(a) through custodian’s software program, which issues buy and sell trading instructions to Client’s Account. (d) Client hereby authorizes Adviser to (i) combine purchase or sale orders on behalf of the Account together with other accounts to which Adviser provides investment services (collectively, the “Other Accounts”) and (ii) allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts. This is considered a “block trade”. Adviser may enter into arrangements with brokers to open “average price” accounts wherein orders placed during a trading day are placed on behalf of the Account and Other Accounts and are allocated among such accounts using an average price.