Common use of Scope of Engagement Clause in Contracts

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT The Adviser represents that it has the authority to engage sub-advisers under the terms and conditions of the investment advisory agreement between the Adviser and the Fund (the "Advisory Agreement"). The Adviser hereby appoints ADVISER the Sub-Adviser as an Investment Adviser a sub-adviser to perform discretionary investment management services for the services hereinafter described, and ADVISER accepts such appointmentFund as provided for herein. ADVISER The Sub-Adviser shall be responsible for the investment and reinvestment of those that portion of the Fund's assets designated by CLIENT the Adviser from time to be subject to ADVISER’s management time (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “"Assets” or “Account”"); (b) CLIENT . The Adviser hereby delegates to ADVISER the Sub-Adviser all of its powers with regard to granted by the investment and reinvestment of Fund in the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact Advisory Agreement with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s the name for of the Account; (c) ADVISER is Fund. Unless otherwise directed by the Adviser, the Sub-Adviser shall be authorized, without prior consultation with CLIENTthe Adviser or the Fund, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to UMB Bank, N.A., the registered brokerFund's custodian, or any successor custodian (the "Custodian"). The authority granted to the Sub-dealer and the custodian of the Assets;Adviser shall continue in force until this Agreement is terminated in accordance with Paragraph 9 hereof. (db) ADVISER The Adviser shall discharge its investment management responsibilities consistent with provide the CLIENT’s designated investment objectives. Unless Fund's offering memorandum, as amended, supplemented and/or restated from time to time (the CLIENT has advised the ADVISER "Memorandum") prior to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect Sub-Adviser's obligation to the commence management of the Assets. The CLIENT agrees Adviser shall immediately notify the Sub-Adviser, in writing, if information previously provided in the Memorandum has changed relative to provide information and/or documentation requested the Fund's investment objective, policies, strategies or restrictions. The Sub-Adviser shall manage the Assets in accordance with: (i) the Fund's investment objective, policies, strategies and restrictions as described in the Memorandum; (ii) applicable procedures or policies adopted or approved by ADVISER the Adviser or the Fund's Board of Directors (the "Board") with respect to the Fund as from time to time in furtherance of this Agreement as pertains effect and furnished in writing to CLIENT’s objectivesthe Sub-Adviser; and (iii) the requirements applicable to registered investment companies under applicable laws, needs including without limitation the 1940 Act and goalsthe rules and regulations thereunder, and maintains exclusive responsibility the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder applicable to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER qualification as a "regulated investment company." The Sub-Adviser shall not be required to verify any information and/or directions obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, the Adviser and is expressly authorized to rely thereon;. (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (gc) The CLIENT Adviser acknowledges and understands that the services service to be provided by ADVISER the Sub-Adviser under this Agreement are is specifically limited to the management of the Assets and do does not include financial planning or any other related or unrelated consulting servicesservices as respects other clients of the Adviser. The Adviser shall furnish the Sub-Adviser with copies of the Memorandum and shareholder reports, and the Sub-Adviser will be provided the opportunity to review and approve any description of the Sub-Adviser and its investment process set forth therein.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint us as an Investment Adviser your investment advisor to perform the services hereinafter described, and ADVISER accepts described below. We accept such appointment. ADVISER shall be responsible for appointment with respect to the investment and reinvestment of those assets designated by CLIENT you designate to be subject to ADVISER’s management this Agreement (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “AccountAccounts”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment . A list of the Assets initial Accounts subject to this Agreement is set forth on Exhibit A to this Agreement (“Schedule of Accounts”). As Accounts subject to this Agreement are open or closed, the Schedule of Accounts shall be revised accordingly. We shall manage and/or advise you regarding your Accounts based upon various factors, including, but not limited to, the most current financial information you have provided to us in writing, including, but not limited to, your stated investment objectives, risk tolerance, time horizon and appoints ADVISER as CLIENT’s other information we deem relevant for managing you Accounts (collectively, “Client Profile”). You hereby grant us limited power-of-attorney and agent trading authority to implement transactions in fact with full authority your Accounts (“Trading Authority”) and authorize us to buy, sell, or otherwise effect investment transactions involving the Assets and trade in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,index funds, sub-advisersexchange traded funds, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the samesame (e.g., on margin options), including investing Assets in short-term money-market instruments when we deem necessary (only if written authorization has been granted) or otherwisecollectively, “Securities”), and to give instructions in furtherance of such Trading Authority to the broker-dealer(s) of the Accounts (each a “Broker-Dealer”) and the custodian(s) of the Assets (each a “Custodian”). The type of Trading Authority authorized with respect to each Account is set from on Exhibit A. We are also authorized to delegate the active discretionary management of all or part of the Assets to one or more independent investment managers and/or investment management programs (collectively referred to as “Independent Managers”) when we deem it appropriate based upon your stated investment objectives. The terms and conditions under which you shall engage the Independent Managers, which include separate fees in addition to our Management Fee, shall be set forth in a separate written agreement between you and the designated Independent Managers and you agree to execute in a timely manner any separate written agreements with the Independent Managers we may deliver to you. We are authorized to terminate or change Independent Managers when, in our sole discretion, we believe such termination or change is in your best interest. We will continue to render services to you relative to the supervision of the Independent Managers and ongoing monitoring and review of Account performance, Asset allocation, and investment objectives, for which services we shall be paid a fee in accordance with the Management Fee (below). The Independent Managers shall have limited power-of-attorney and trading authority over those Assets we direct to them for management and they shall be authorized to buy, sell, and trade in Securities in accordance with your investment objectives as communicated by us, and to give instructions in furtherance of such trading authority to the registered brokerBroker-dealer Dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting servicesCustodian.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER PLANNER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PLANNER informed of any changes regarding same. The CLIENT acknowledges that ADVISER PLANNER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his responsibilities under this Agreement. ADVISER PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account . The CLIENT is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited free at all times to the investment alternatives provided by the retirement plan. In the event that the plan sponsor accept or custodian will not permit ADVISER direct access to the Accountreject any recommendation from PLANNER, and the CLIENT provides acknowledges that he has the ADVISER sole authority with regard to the CLIENT’s password and/or log-in information to effect Account transactionsimplementation, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor acceptance, or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER rejection of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, recommendation or otherwise, resulting advice from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entityPLANNER; (fb) CLIENT authorizes ADVISER PLANNER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, accountant and other professionals to the extent necessary in furtherance of ADVISERPLANNER’s services under this Agreement; and,; (gc) The CLIENT acknowledges is free to obtain legal, accounting, and understands that brokerage services from any professional source to implement the recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation decisions; (d) The CLIENT maintains sole responsibility to notify the PLANNER if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising PLANNER’s previous recommendations and/or services; and (e) PLANNER’s financial planning and consulting services pursuant to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning investment implementation, supervisory, management, or any other related reporting services, nor the regular review or unrelated consulting servicesmonitoring of a CLIENT’s investment portfolio.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint Advisor as an Investment Adviser your investment advisor to perform the services hereinafter described, described hereafter and ADVISER accepts accept such appointmentappointment under the terms set forth in this Agreement. ADVISER Advisor shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be you designate as subject to ADVISER’s our management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “AccountAccounts”); (b) CLIENT delegates in Exhibit A. You hereby delegate to ADVISER all of its powers with regard to us discretionary responsibility for the investment and reinvestment of the Assets and appoints ADVISER appoint us as CLIENT’s attorney your attorney-in-fact and agent in agent-in-fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER Assets, without any obligation on our part to give prior notice to you. Advisor is authorized, without prior consultation with CLIENTyou, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if a separate written custodian margin authorization has been grantedcompleted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian for administration of the Assets; Assets (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives“Custodian”). Unless Advisor may utilize the CLIENT has advised services of a third-party manager or sub-advisor to assist in the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the portfolio management of the Assets. The CLIENT agrees You hereby authorize Advisor to hire and terminate any such third-party managers or sub-advisors on your behalf. Unless specifically outlined in a separate agreement with you or addendum to this agreement, Advisor shall be responsible for payment of any fees associated with this arrangement including fees of any third-party manager and sub- advisor. You agree to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s we may request regarding your investment objectives, needs and goals, risk tolerance and maintains exclusive responsibility overall financial situation and to keep ADVISER Advisor informed of any changes regarding same. CLIENT acknowledges You understand and agree that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required Advisor is entitled to verify any rely upon the information obtained from CLIENTprovided by you or third parties, CLIENT’s attorneysuch as attorneys, accountant accountants, or other professionals, on your behalf, and is expressly authorized to rely thereon; (e) In Advisor shall not be liable for any losses incurred by you in the event that the Account it is a retirement plan sponsored by CLIENT’s employernot advised, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Accountin writing, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting servicessuch information.

Scope of Engagement. (a) CLIENT a. Client hereby appoints ADVISER Adviser as an Investment Adviser investment adviser to perform the services hereinafter described, and ADVISER Adviser accepts such appointment. ADVISER Adviser shall be responsible for the investment and reinvestment of those assets of Client designated by CLIENT Client to be subject to ADVISERAdviser’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT b. Client delegates to ADVISER Adviser all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s Adviser with limited power of attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENTClient’s name and for the Client’s Account; (c) ADVISER c. Adviser is authorized, without prior consultation with CLIENTClient, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contraryd. Client acknowledges that Adviser may, in writingaccordance with Client’s investment objective(s), there are no restrictions that the CLIENT has imposed upon the ADVISER with respect determine to the management allocate all or a portion of the Assets. The CLIENT Assets among various individual debt and/or equity securities and/or mutual funds, or other securities or investment contracts; and, e. Client agrees to provide information and/or documentation requested by ADVISER Adviser in furtherance of this Agreement as it pertains to CLIENTClient’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Adviser duly informed of any changes regarding same. CLIENT Client acknowledges that ADVISER Adviser cannot adequately perform its services for CLIENT Client unless CLIENT Client diligently performs his Client's responsibilities under this Agreement. ADVISER Adviser shall not be required to verify any information obtained from CLIENTClient, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER PLANNER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PLANNER informed of any changes regarding same. The CLIENT acknowledges that ADVISER PLANNER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his responsibilities under this Agreement. ADVISER PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account . The CLIENT is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited free at all times to the investment alternatives provided by the retirement plan. In the event that the plan sponsor accept or custodian will not permit ADVISER direct access to the Accountreject any recommendation from PLANNER, and the CLIENT provides acknowledges that he has the ADVISER sole authority with regard to the CLIENT’s password and/or log-in information to effect Account transactionsimplementation, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor acceptance, or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER rejection of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, recommendation or otherwise, resulting advice from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entityPLANNER; (fb) CLIENT authorizes ADVISER PLANNER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, accountant and other professionals to the extent necessary in furtherance of ADVISERPLANNER’s services under this Agreement; and,; (gc) The CLIENT acknowledges is free to obtain legal, accounting, and understands that brokerage services from any professional source to implement the recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation decisions; (d) The CLIENT maintains sole responsibility to notify the PLANNER if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising PLANNER’s previous recommendations and/or services; and (e) PLANNER’s financial planning and consulting services pursuant to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning investment implementation, supervisory, management, or any other related reporting services, nor the regular review or unrelated consulting monitoring of a CLIENT’s investment portfolio. In the event the client desires that PLANNER provide investment supervisory or management services, such engagement shall be set forth in a separate Investment Advisory Agreement between PLANNER and the CLIENT, for which services PLANNER shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT The Client hereby appoints ADVISER KAI as an Investment Adviser Advisor to perform the services hereinafter described, and ADVISER accepts such appointmenton a discretionary basis. ADVISER KAI shall be responsible for the review of the Client’s present financial situation and shall provide Client with advice in respect thereof, including advice in respect of the investment and reinvestment of those assets of the Client designated by CLIENT the Client to be subject to ADVISER’s KAI’ management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”);. (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT Client agrees to provide information and/or documentation requested by ADVISER KAI in furtherance of this Agreement as pertains to CLIENTthe Client’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER KAI informed of any changes regarding the same. CLIENT The Client acknowledges that ADVISER KAI cannot adequately perform its services for CLIENT the Client unless CLIENT the Client diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any provides financial information obtained from CLIENTthe Client, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In . The Client is free at all times to accept or reject any recommendation from KAI, and the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT Client acknowledges that ADVISERthey have the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from KAI. c) The Client, based upon their unique investment objectives, risk tolerance, tax situation, and other factors, will designate the allocation of their assets on the appropriate “Exhibit A” of this Agreement. The Client acknowledges that KAI will have discretionary authority in acting as Overlay Manager for the CHOICE MFW, ETF, MSA and UMA Programs. The Client acknowledges that SMA Managers and Investment Advisor Representative will have discretionary authority for their respective “Sleeves” within the CHOICE UMA Program. The UMA Program may contain one or more Sleeves. As markets evolve Client assets may increase or decline in value causing an overweight or underweight in a single asset class or style. As part of its Overlay Management policies KAI may rebalance Client’s account to the original allocation. The specific terms and conditions pertaining to the Program are set forth in KAI wrap fee disclosure brochure (the “Brochure”) which should be read by the Client (together with KAI’ Disclosure Statement – see Paragraph 16 herein) prior to engaging KAI to provide investment selection advisory services. Under the Program, the Client shall be limited receive both investment advisory services and the execution of securities brokerage transactions for a single specified program fee pursuant to paragraph 3 below. d) This Agreement is effective as of the date signed by the Client. By execution of this Agreement in the space provided below, the Client delegates to KAI, all third party managers and the Investment Advisor Representative, all of its power with respect to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation reinvestment of the Assets among and appoints KAI, all third party managers and the Investment Advisor Representative as the Client’s attorney and agent in fact with full authority to buy, sell or otherwise effect investment alternatives available through transactions involving the plan, and, as Assets in the Client’s name for the Program and its underlying Sleeve(s). As such, ADVISER will not haveKAI, nor will it acceptthe third party manager(s) and the Investment Advisor Representative are authorized to buy, any authority to effect any other type of transactions or changes via the plan web sitesell and trade in approved Mutual Funds, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; Equities, ETFs, Exchange Traded Notes (f) CLIENT authorizes ADVISER to respond to inquiries fromETNs), and communicate and share information with, CLIENT’s attorney, accountant, Fixed Income Securities and other professionals investment products that may be approved in the future and to the extent necessary give instruction in furtherance of ADVISER’s services under this Agreement; and,such authority to the registered broker-dealer and/or the custodian for the Program. (ge) The CLIENT KAI recommendations are based upon its professional judgment. KAI cannot guarantee the results of any of its recommendations. f) Client acknowledges and understands that the services to be provided by ADVISER KAI under this Agreement are limited to the management of the Assets and do does not include financial planning related services. The specific nature of the services required shall be set forth in a separate written Financial Planning Agreement between KAI and the Client for which services KAI shall be paid a separate and additional fee. g) As set forth in the Brochure, KAI services are limited to research and monitoring of the Sleeve(s) within the Program, Program administration and reporting services. The Client acknowledges and understands that KAI will not provide consulting services to the Client. Rather, the Client acknowledges and understands that KAI is responsible for providing the Client with ongoing investment advisory services under the Program (i.e., assistance in Program recommendations and review of the participant’s investment objectives, account performance, etc. - see discussion as set forth in the Brochure). Unless otherwise expressly prohibited by applicable federal or state securities laws, the Client acknowledges, understands, and agrees that KAI does not have any other related or unrelated consulting servicesresponsibility for any Program losses, and are correspondingly released and held harmless by the Client for any act and/or omission of KAI and/or any Program losses. The Client acknowledges, understands and agrees KAI and its affiliates are intended third party beneficiaries of this Agreement relative to this release and hold harmless provision.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an a Non-Discretionary Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment recommendations of those assets designated by CLIENT to be subject to ADVISER’s non-discretionary management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER understands and acknowledges that it is receiving non-discretionary investment advice from Adviser, CLIENT maintains all of its powers authority and power with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is NOT authorized, without prior consultation with to execute any transactions in CLIENT’s Account. CLIENT maintains all rights, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, exchange traded funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts including options and/or futures relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the any registered broker-dealer and and/or the custodian of the Assets; (d) ADVISER CLIENT assumes all responsibility and shall discharge its investment management responsibilities consistent with the accept or reject ADVISER’s recommendations in CLIENT’s designated investment objectivessole discretion. Unless the CLIENT has advised the ADVISER to the contrary, contrary in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of non-discretionary recommendations related to the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the CLIENT Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s non-discretionary investment selection shall recommendations may not be limited to the investment alternatives provided executable by CLIENT in the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT further acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify execute any transactions and understand what CLIENT can transact in the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the AccountAccount ; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to non-discretionary recommendations related to the allocation of the Assets among the investment alternatives Assets, which may or may not be available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes maintains all rights and does not authorize ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s non-discretionary services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management non-discretionary investment recommendations of the Assets and do not include financial planning or any other related or unrelated consulting services. (h) CLIENT acknowledges and understands that the investment recommendations provided by ADVISER are based on the information provided by CLIENT to ADVISER and that the failure by CLIENT to provide timely and accurate information or to implement the investment recommendations from ADVISER could result in a loss of value of CLIENT’s Account; (i) CLIENT acknowledges and understands that the non-discretionary investment advice provided pursuant to this Agreement shall be generated by a quantitative trading system that generates recommendations based on the information received from CLIENT. Accordingly, CLIENT information that is incomplete or inaccurate could generate investment recommendations that are not appropriate for the ACCOUNT; (j) CLIENT acknowledges and understands that the ACCOUNT of CLIENT shall not include any assets of any employer sponsored retirement plan that is subject to the Employee Retirement Income Act of 1974 and that the non-discretionary advice provided by ADVISER shall not be used with respect to such assets.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or and/ or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its CLIENT’s powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, cash and cash equivalents, mutual funds, exchange traded funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers managers, programs and/or programs private investment funds (with or without discretion, depending upon the independent investment manager or programprovider and investment) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the The CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT further acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc etc. pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT The Client hereby appoints ADVISER the Advisor as an Investment Adviser to perform the services hereinafter described, and ADVISER the Advisor accepts such appointment. ADVISER The Advisor shall be responsible for the investment and reinvestment of those assets designated by CLIENT the Client to be subject to ADVISERthe Advisor’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT The Client delegates to ADVISER the Advisor all of its the Client’s powers with regard to the investment and reinvestment of the Assets and appoints ADVISER the Advisor as CLIENTthe Client’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENTthe Client’s name for the Account; (c) ADVISER the Advisor is authorized, without prior consultation with CLIENTthe Client, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,exchange traded funds, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER the Advisor shall discharge its investment management responsibilities consistent with the CLIENTClient’s designated investment objectives. Unless the CLIENT Client has advised the ADVISER Advisor to the contrary, in writing, there are no restrictions that the CLIENT Client has imposed upon the ADVISER Advisor with respect to the management of the Assets. The CLIENT Client agrees to provide information and/or documentation requested by ADVISER the Advisor in furtherance of this Agreement as pertains to CLIENTthe Client’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER the Advisor informed of any changes regarding same. CLIENT The Client acknowledges that ADVISER the Advisor cannot adequately perform its services for CLIENT the Client unless CLIENT the Client diligently performs his responsibilities under this Agreement. ADVISER The Advisor shall not be required to verify any information obtained from CLIENTthe Client, CLIENTthe Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENTthe Client’s current or former employer, CLIENT the Client acknowledges that ADVISERthe Advisor’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT The Client further acknowledges and understands that: : (1) the ADVISER will Advisor may not receive any communications from the plan sponsor or plan custodian, and it shall remain the CLIENTClient’s exclusive obligation to notify the ADVISER Advisor of any changes in investment alternatives, restrictions, etc etc. pertaining to the Account; ; (2) the ADVISER Advisor shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISERAdvisor; and and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER Advisor will not have, nor will it accept, any authority to effect any other type of transactions transaction or changes via the plan web site, including but not limited to changing beneficiaries investment allocations, changing beneficiaries, or effecting Account disbursements or transfers to any individual or entity;; and, (f) CLIENT The Client authorizes ADVISER the Advisor to respond to inquiries from, and communicate and share information with, CLIENTthe Client’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISERthe Advisor’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint us as an Investment Adviser your investment adviser to perform the services hereinafter described, described and ADVISER accepts we accept such appointmentappointment under the terms and conditions hereinafter stated. ADVISER We shall be responsible for the investment and reinvestment of those assets designated by CLIENT that you designate to be subject to ADVISER’s our management as set forth on Exhibit A (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”) in accordance with the most recent client profile you have provided us in writing (the “Client Profile”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in . You hereby appoint us your attorney-in-fact with full trading authority over your Account and grant us discretionary authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is Assets. We are authorized, without your prior consultation with CLIENTconsultation, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,index funds, sub-advisersexchange traded funds, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if a separate written margin authorization has been granted) or otherwise), including investing Assets in short-term money-market instruments when we deem necessary, and to give instructions in furtherance of such trading authority to the registered brokerbroker- dealer of the Account (“Broker-dealer Dealer”) and the custodian of the Assets; Assets (d) ADVISER shall discharge its “Custodian”). You hereby acknowledge that we may recommend that you authorize the active discretionary management of the Assets by and/or among one or more independent investment managers and/or investment management responsibilities consistent with the CLIENT’s designated programs (collectively referred to as “Independent Managers”) to be recommended by us, based upon your stated investment objectives. Unless The terms and conditions under which you shall engage the CLIENT has advised the ADVISER Independent Managers, which include separate fees in addition to the contraryManagement Fee, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, set forth in a separate written agreement between you and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER designated Independent Managers. We shall not be responsible for any costsdirectly supervising the Independent Managers, damagesbut shall perform such ongoing services as set forth in the separate agreements you enter into with the Independent Managers and will continue to render services to you relative to the ongoing monitoring and review of Account performance, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority for which services we shall be limited to paid a fee in accordance with the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; Management Fee (f) CLIENT authorizes ADVISER to respond to inquiries from, below). Unless otherwise specifically and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary expressly indicated in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges , you acknowledge and understands understand that the services service to be provided by ADVISER us under this Agreement are is limited to the management of the Assets and do does not include financial planning or any other related or unrelated consulting services. To the extent that you desire any services outside the scope of this Agreement, the specific nature of the services required shall be set forth in a separate written agreement for which services we shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s ADVISER‟s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s CLIENT‟s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s CLIENT‟s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s CLIENT‟s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s CLIENT‟s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s CLIENT‟s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s ADVISER‟s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan Account sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s CLIENT‟s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan Account sponsor or custodian, and it shall remain the CLIENT’s CLIENT‟s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the CLIENT‟s failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s CLIENT‟s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s ADVISER‟s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER XXXXXXX in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PLANNER informed of any changes regarding same. The CLIENT acknowledges that ADVISER PLANNER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his responsibilities under this Agreement. ADVISER PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant accountant, or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account . The CLIENT is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited free at all times to the investment alternatives provided by the retirement plan. In the event that the plan sponsor accept or custodian will not permit ADVISER direct access to the Accountreject any recommendation from PLANNER, and the CLIENT provides acknowledges that he has the ADVISER sole authority with regard to the CLIENT’s password and/or log-in information to effect Account transactionsimplementation, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor acceptance, or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER rejection of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, recommendation or otherwise, resulting advice from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entityPLANNER; (fb) CLIENT authorizes ADVISER XXXXXXX to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, accountant and other professionals to the extent necessary in furtherance of ADVISERPLANNER’s services under this Agreement; and,; (gc) The CLIENT acknowledges is free to obtain legal, accounting, and understands that brokerage services from any professional source to implement the recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation decisions; (d) The CLIENT maintains sole responsibility to notify the PLANNER if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising XXXXXXX’s previous recommendations and/or services; and (e) XXXXXXX’s financial planning and consulting services pursuant to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning investment implementation, supervisory, management, or any other related reporting services, nor the regular review or unrelated consulting servicesmonitoring of a CLIENT’s investment portfolio. (f) XXXXXXX will accept CLIENT questions regarding the plan for no cost for up to 30 days following plan completion.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT a. Client hereby appoints ADVISER Advisor as an Investment Adviser Advisor to perform the services hereinafter described, and ADVISER Advisor accepts such appointment. ADVISER Advisor shall be responsible for the investment and reinvestment of those assets designated by CLIENT Client to be subject to ADVISERAdvisor’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT b. Client delegates to ADVISER Advisor all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER Advisor as CLIENTClient’s attorney agent and agent in attorney-in-fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENTClient’s name for the Account; (c) ADVISER c. Advisor is authorized, without prior consultation with CLIENTClient, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisersadvisors, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER d. Advisor shall discharge its investment management responsibilities consistent with the CLIENTClient’s designated investment objectives. objectives Unless the CLIENT Client has advised the ADVISER Advisor to the contrary, in writing, there are no restrictions that the CLIENT Client has imposed upon the ADVISER Advisor with respect to the management of the Assets. The CLIENT Client agrees to provide information and/or documentation requested by ADVISER Advisor in furtherance of this Agreement as pertains to CLIENTClient’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Advisor informed of any changes regarding same. CLIENT Client acknowledges that ADVISER Advisor cannot adequately perform its services for CLIENT Client unless CLIENT Client diligently performs his responsibilities under this Agreement. ADVISER Advisor shall not be required to verify any information obtained from CLIENTClient, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) e. In the event that the Account is a retirement plan sponsored by CLIENTClient’s employer, CLIENT Client acknowledges that ADVISERAdvisor’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER Advisor direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT Client acknowledges and understands that: (1) the ADVISER Advisor will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENTClient’s exclusive obligation to notify the ADVISER Advisor of any changes in investment alternatives, restrictions, etc etc. pertaining to the Account; (2) the ADVISER Advisor shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISERAdvisor; and (3) the ADVISERAdvisor’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER Advisor will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; and; (f) CLIENT f. Client authorizes ADVISER Advisor to respond to inquiries from, and communicate and share information with, CLIENTClient’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISERAdvisor’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT The Client hereby appoints ADVISER the Adviser as an Investment Adviser to perform the services hereinafter described, and ADVISER the Adviser accepts such appointment. ADVISER The Adviser shall be responsible for the investment and reinvestment of those assets of the Client designated by CLIENT the Client to be subject to ADVISERthe Adviser’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT The Client delegates to ADVISER the Adviser all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER the Adviser as CLIENTthe Client’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENTthe Client’s name and for the Client’s Account; (c) ADVISER The Adviser is authorized, without prior consultation with CLIENTthe Client, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) exchange traded funds and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-broker- dealer and the custodian Custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent The Client acknowledges that the Adviser may, in accordance with the CLIENTClient’s designated investment objectives. Unless the CLIENT has advised the ADVISER objective(s), determine to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management allocate all or a portion of the Assets. Assets among various individual debt and/or equity securities and/or mutual funds or exchange traded funds, or among one or more of the Adviser’s proprietary mutual fund asset management programs; (e) The CLIENT Client agrees to provide information and/or documentation requested by ADVISER Adviser in furtherance of this Agreement as pertains to CLIENTClient’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Adviser informed of any changes regarding same. CLIENT The Client acknowledges that ADVISER canAdviser can not adequately perform its services for CLIENT the Client unless CLIENT the Client diligently performs his responsibilities under this Agreement. ADVISER Adviser shall not be required to verify any information obtained from CLIENTthe Client, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon;; and (ef) Client acknowledges and understands that the service to be provided by Adviser under this Agreement is limited to the management of the Assets and does not include financial planning or any other related or unrelated services. (g) In the event that the Account account is a retirement plan sponsored by CLIENTclient’s employer, CLIENT client acknowledges that ADVISERadviser’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan account sponsor or custodian will not permit ADVISER adviser direct access to the Accountaccount, and the CLIENT client provides the ADVISER adviser with the CLIENTclient’s password and/or log-in information to effect Account account transactions, the CLIENT client acknowledges and understands that: (1) the ADVISER adviser will not receive any communications from the plan account sponsor or custodian, and it shall remain the CLIENTclient’s exclusive obligation to notify the ADVISER adviser of any changes in investment alternatives, restrictions, etc etc. pertaining to the Accountaccount; and, (2) the ADVISER adviser shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the client’s failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;adviser. (fh) CLIENT authorizes ADVISER Adviser is authorized to respond to inquiries from, and communicate and share information with, CLIENTclient’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s adviser services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided agreement by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting servicesprior written client approval ONLY.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other fixed income securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-broker- dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no additional restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the fixed income Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services service to be provided by ADVISER under this Agreement are is limited to the management of the Fixed Income Only Assets and do does not include financial planning the ADVISER’S standard asset management services or any other related or unrelated consulting services. To the extent the CLIENT desires standard asset management-related services, the specific nature of the services required shall be set forth in a separate written Standard Investment Advisory Agreement between ADVISER and the CLIENT, for which services ADVISER shall be paid a separate and additional fee and this agreement will be terminated based on Section 11 below.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint us as an Investment Adviser your investment adviser to perform the services hereinafter described, described and ADVISER accepts we accept such appointmentappointment under the terms and conditions hereinafter stated. ADVISER We shall be responsible for the investment and reinvestment of those assets designated by CLIENT that you designate to be subject to ADVISER’s our management as set forth on Exhibit A (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”) in accordance with the most recent client profile you have provided us in writing (the “Client Profile”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment . You hereby appoint us as your attorney-in-fact and reinvestment of the Assets and appoints ADVISER as CLIENT’s grant us limited power-of-attorney and agent in fact trading authority over your Account with full discretionary authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is Assets. We are authorized, without your prior consultation with CLIENTconsultation, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within index funds, exchange traded funds, variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) accounts and other securities and/or contracts relating to the samesame (“Securities”), on margin (only if a separate written margin authorization has been granted) or otherwise, including investing Assets in short-term money-market instruments when we deem necessary, and to give instructions in furtherance of such trading authority to the registered broker-dealer of the Account (“Broker-Dealer”) and the custodian of the Assets; Assets (d) ADVISER shall discharge its “Custodian”). We are authorized to delegate the active discretionary management of all or part of the Assets to one or more independent investment managers and/or investment management responsibilities consistent with the CLIENT’s designated programs (collectively referred to as “Independent Managers”) based upon your stated investment objectives. Unless the CLIENT has advised the ADVISER The Independent Managers shall have limited power-of-attorney and trading authority over those Assets we direct to the contrarythem for management and they shall be authorized to buy, sell, and trade in writingSecurities in accordance with your investment objectives as communicated by us, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect and to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER give instructions in furtherance of this Agreement as pertains such trading authority to CLIENT’s the Broker-Dealer and the Custodian. We are authorized to terminate or change Independent Managers when, in our sole discretion, we believe such termination or change is in your best interest. We will continue to render services to you relative to the supervision of the Independent Managers and ongoing monitoring and review of Account performance, Asset allocation, and investment objectives, needs for which services we shall be paid a fee in accordance with the Management Fee (below). Unless otherwise specifically and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under expressly indicated in this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, you acknowledge and is expressly authorized to rely thereon; (e) In the event understand that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services service to be provided by ADVISER us under this Agreement are is limited to the management of the Assets and do selection and supervision of Independent Managers and does not include financial planning or any other related or unrelated consulting services. To the extent that you desire any services outside the scope of this Agreement, the specific nature of the services required shall be set forth in a separate written agreement for which services we shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an a Discretionary Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment recommendations of those assets designated by CLIENT to be subject to ADVISER’s discretionary management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to understands and acknowledges that it is receiving discretionary investment advice from ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is hereby authorized, without prior consultation with to execute any transactions in CLIENT’s Account. ADVISER accepts the appointment as Investment Adviser, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, exchange traded funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts including options and/or futures relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the any registered broker-dealer and and/or the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT accepts ADVISER’s recommendations in CLIENT’s designated investment objectivesaccount. Unless the CLIENT has advised the ADVISER to the contrary, contrary in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of discretionary recommendations related to the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify ADVISER of changes to the ADVISERCLIENT’s personal financial standing; and (32) the ADVISER’s authority shall be limited to discretionary recommendations related to the allocation of the Assets among in the investment alternatives available through the planAccount, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but related to investments not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entityassociated with the Account; (f) CLIENT authorizes maintains all rights and does not authorize ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s discretionary services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management discretionary investment recommendations of the Assets and do not include financial planning or any other related or unrelated consulting services. (h) CLIENT acknowledges and understands that the investment recommendations provided by ADVISER are based on the information provided by CLIENT to ADVISER and that the failure by CLIENT to provide timely and accurate information or to implement the investment recommendations from ADVISER could result in a loss of value of CLIENT’s Account; (i) CLIENT acknowledges and understands that the discretionary investment advice provided pursuant to this Agreement shall be generated by a quantitative trading system that generates recommendations based on the information received from CLIENT. Accordingly, CLIENT information that is incomplete or inaccurate could generate investment recommendations that are not appropriate for the ACCOUNT; (j) CLIENT acknowledges and understands that the ACCOUNT of CLIENT shall not include any assets of any employer sponsored retirement plan that is subject to the Employee Retirement Income Act of 1974 and that the discretionary advice provided by ADVISER shall not be used with respect to such assets.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER PROFI as an Investment Adviser to perform the services hereinafter described, and ADVISER PROFI accepts such appointment. ADVISER PROFI shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISERPROFI’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER PROFI all of its CLIENT’s powers with regard to the investment and reinvestment of the Assets and appoints ADVISER PROFI as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER PROFI is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,exchange traded funds, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-broker- dealer and the custodian of the Assets; (d) ADVISER PROFI shall discharge its investment management responsibilities consistent with the CLIENTCLIENTI’s designated investment objectives. Unless the CLIENT has advised the ADVISER PROFI to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER PROFI with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER PROFI in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PROFI informed of any changes regarding same. CLIENT acknowledges that ADVISER PROFI cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER PROFI shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s current or former employer, CLIENT acknowledges that ADVISERPROFI’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER PROFI direct access to the Account, and the CLIENT provides the ADVISER PROFI with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: : (1) the ADVISER PROFI will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER PROFI of any changes in investment alternatives, restrictions, etc pertaining to the Account; ; (2) the ADVISER PROFI shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISERPROFI; and and (3) the ADVISERPROFI’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER PROFI will not have, nor will it accept, accept any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;; and, (f) CLIENT authorizes ADVISER PROFI to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISERPROFI’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT The Client hereby appoints ADVISER the Advisor as an Investment Adviser Advisor to perform the services hereinafter described, and ADVISER accepts such appointmenton a non-discretionary basis. ADVISER The Advisor shall be responsible for the review of the Client’s present financial situation and shall provide Client with advice in respect thereof, including advice in respect of the investment and reinvestment of those assets of the Client designated by CLIENT the Client to be subject to ADVISERthe Advisor’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”);. (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT Client agrees to provide information and/or documentation requested by ADVISER the Advisor in furtherance of this Agreement as pertains to CLIENTthe Client’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER the Advisor informed of any changes regarding same. CLIENT The Client acknowledges that ADVISER the Advisor cannot adequately perform its services for CLIENT the Client unless CLIENT the Client diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any provides financial information obtained from CLIENTthe Client, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon;. The Client is free at all times to accept or reject any recommendation from Advisor, and the Client acknowledges that they have the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from Advisor. (c) The Client acknowledges that it is the Advisor’s intent to recommend that the Client designate the active discretionary management of the Assets by and/or among certain independent investment managers (“Independent Managers”) to be recommended by the Advisor, based upon the investment objectives of the Client, and in accordance with the terms and conditions of this Xxxxxx Advisors Choice SMA Account (the “Program”) through the Advisor. (d) By execution of this Agreement in the space provided below, the Client delegates to the Independent Manager(s) all of it’s power with respect to the investment and reinvestment of the Assets and appoints the designated Independent Manager(s) as the Client’s attorney and agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the Assets in the Client’s name for the (e) In Advisor’s recommendations are based upon its professional judgment. Advisor cannot guarantee the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER results of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;its recommendations. (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT Client acknowledges and understands that the services service to be provided by ADVISER Advisor under this Agreement are limited to the management of the Assets and do does not include financial planning planning-related services, the specific nature of the services required shall be set forth in a separate written Financial Planning Agreement between the Advisor and the Client for which services the Advisor shall be paid a separate and additional fee. (g) As set forth in the Brochure, the Advisor’s services are limited to Independent Manager(s) research and monitoring, program administration, and reporting services. The Client acknowledges and understands that the Advisor will not provide any investment Advisory or any other related or unrelated consulting servicesservices to the Client. Rather, the Client acknowledges and understands that the Advisor is responsible for providing the Client with ongoing investment Advisory services under the program (i.e., assistance in. independent investment manager(s) recommendations and review of the participant’s investment objectives, account performance, etc. - see discussion as set forth in the Brochure).

Scope of Engagement. (a) a. CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) b. CLIENT delegates to ADVISER all of its CLIENT’s powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) c. ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, exchange traded funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) d. ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) e. In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) f. CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) g. The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby The Client(s) herby appoints ADVISER the Advisor as an Investment Adviser Advisor to perform the services hereinafter described, and ADVISER the Advisor accepts such appointment. ADVISER The Advisor shall be responsible for the investment and reinvestment of those assets of the Client designated by CLIENT the Client(s) to be subject to ADVISERthe Advisor’s management as set forth in Exhibit A (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”);) in accordance with your investment needs, goals and objectives. (b) CLIENT The Client delegates to ADVISER the Advisor all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER the Advisor as CLIENTthe Client’s attorney and agent in fact grant us limited power-of- attorney with full discretionary trading authority over your account to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account;the (c) ADVISER The Advisor is authorized, without prior consultation with CLIENTthe Client, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) ), including Assets in short term money market instruments when we deem necessary , or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian Custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent The Client acknowledges that the Advisor may, in accordance with the CLIENTClient’s designated investment objectives. Unless the CLIENT has advised the ADVISER objective(s), determine to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management allocate all or a portion of the Assets. Assets among various individual debt and/or equity securities and/or mutual funds, or among one or more of the Advisor’s proprietary mutual fund asset management programs; e) The CLIENT Client agrees to provide information and/or documentation requested by ADVISER Advisor in furtherance of this Agreement as pertains to CLIENTClient’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Advisor informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon;The Client acknowledges (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT Client acknowledges and understands that the services service to be provided by ADVISER Advisor under this Agreement are is limited to the management of the Assets and do does not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint our firm as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts we accept such appointment. ADVISER Our firm is authorized, without prior consultation with you, to buy, sell, and trade in stocks, bonds, mutual funds, and other securities and/or contracts relating to the same. The Adviser shall have the power and authority to supervise and direct on a discretionary basis, the investments of and for the Account[s] of the Client, including the purchase and sale of any securities and instruments and any other transaction therein and, unless specifically directed otherwise in writing by the Client. The transactions in the Account[s] shall be made in accordance with the objectives of the Client as communicated to the Adviser. We shall be responsible for the discretionary investment and reinvestment of those assets Assets designated by CLIENT you as set forth on Schedule A, to be subject to ADVISER’s our management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”);. Client agrees to execute instructions regarding our trading authority as required by each financial custodian. (b) CLIENT delegates The Client grants the Adviser ongoing and continuous discretionary authority to ADVISER all execute its investment recommendations in accordance with the objectives of its powers with regard the Client as communicated to the investment Adviser, without the Client's prior approval of each specific transaction. Under this authority, the Client shall allow the Adviser to purchase and reinvestment sell securities and instruments in this Account[s], arrange for delivery and payment in connection with the foregoing, select and retain affiliated and/or unaffiliated sub-advisers and money managers, and act on behalf of the Assets and appoints ADVISER as CLIENT’s attorney and agent Client in fact with full authority all matters necessary or incidental to buythe handling of the Account[s], sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account;including monitoring certain assets. (c) ADVISER is authorized, without prior consultation with CLIENT, The Client authorizes the Advisor to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, implement all or a portion of the Account[s] on the Envestnet™ investment subdivisions within variable annuity products,, sub-advisers, independent management platform (“Investment Platform”) through the use of investment managers available on the Investment Platform (herein the “Manager(s)”). The Adviser, in its discretionary authority, shall select, remove and/or programs (modify allocation to investment products with or without discretionthe Manager. The Client agrees to pay the fees charged by each Manager who is engaged to manage the Account(s). Further, depending upon the independent investment manager or program) and other securities and/or contracts relating Adviser shall have the discretion to change Managers on the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets;Investment Platform at any time. (d) ADVISER To the extent that Adviser implements all or a portion of the Account[s] through an independent manager(s) not on the Investment Platform, the Adviser shall discharge its investment management responsibilities consistent contract separately with the CLIENT’s designated investment objectives. Unless independent manager and the CLIENT has advised Account(s) shall be billed in accordance with the ADVISER to separate agreement with the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon;respective independent manager. (e) In We emphasize continuous and regular account supervision. As part of our Asset Management service, we generally create a portfolio, consisting of individual stocks or bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. Each client’s individual investment strategy is tailored to that client’s specific needs and may include some or all of the event that the Account is previously mentioned securities. Each account will be initially designed to meet a retirement plan sponsored by CLIENT’s employerparticular investment goal, CLIENT acknowledges that ADVISER’s investment selection shall which we determine to be limited suitable to the investment alternatives provided by client’s circumstances. Once a suitable portfolio has been determined and implemented, we review the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, account periodically and, as suchif necessary, ADVISER will not haverebalance the portfolio based upon your individual needs, nor will it accept, any authority stated goals and objectives. Each client may place reasonable restrictions on the types of investments to effect any other type of transactions or changes via be held in the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;portfolio. (f) CLIENT authorizes ADVISER We review accounts on at least a quarterly basis for our clients subscribing to respond our Asset Management service. The nature of these reviews is to inquiries fromlearn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and communicate and share information withinvestment policies, CLIENTif applicable. Only our Financial Advisors or Portfolio Managers will conduct reviews. We may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s attorneylife events, accountantrequests by the client, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and,etc. (g) The CLIENT acknowledges and understands that the services We may provide written reports to be provided by ADVISER under this Agreement are limited clients on at least a quarterly basis. Oral reports to the management of the Assets and do not include financial planning or any other related or unrelated consulting servicesclients take place on at least an annual basis when we meet with clients who subscribe to Asset Management service.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER XXXXXXX in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PLANNER informed of any changes regarding same. The CLIENT acknowledges that ADVISER PLANNER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his responsibilities under this Agreement. ADVISER PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account . The CLIENT is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited free at all times to the investment alternatives provided by the retirement plan. In the event that the plan sponsor accept or custodian will not permit ADVISER direct access to the Accountreject any recommendation from PLANNER, and the CLIENT provides acknowledges that he has the ADVISER sole authority with regard to the CLIENT’s password and/or log-in information to effect Account transactionsimplementation, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor acceptance, or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER rejection of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, recommendation or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;advice from (fb) CLIENT authorizes ADVISER XXXXXXX to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, accountant and other professionals to the extent necessary in furtherance of ADVISERPLANNER’s services under this Agreement; and,; (gc) The CLIENT acknowledges is free to obtain legal, accounting, and understands that brokerage services from any professional source to implement the recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation decisions; (d) The CLIENT maintains sole responsibility to notify the PLANNER if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising XXXXXXX’s previous recommendations and/or services; and (e) XXXXXXX’s financial planning and consulting services pursuant to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning investment implementation, supervisory, management, or any other related reporting services, nor the regular review or unrelated consulting monitoring of a CLIENT’s investment portfolio. In the event the client desires that PLANNER provide investment supervisory or management services, such engagement shall be set forth in a separate Investment Advisory Agreement between PLANNER and the CLIENT, for which services PLANNER shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER Rockingstone as an Investment Adviser investment adviser to perform the services hereinafter described, and ADVISER Rockingstone accepts such appointment. ADVISER Rockingstone shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISERRockingstone’s management (which assets, together with all additions, substitutions substitutions, and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER Rockingstone all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER Rockingstone as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER Rockingstone is authorized, without prior consultation with CLIENT, to buy, sell, and trade and allocate in and among stocks, bonds, exchange-traded funds and notes, options, warrants, master limited partnerships, digital assets, mutual fundsfunds real estate investment trusts, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the sameand financial instruments, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer dealers and the custodians of the Assets, currently Xxxxxxx Xxxxxx & Co., Interactive Brokers and Gemini (the “Custodians”), or such other custodian of the Assets, as directed by CLIENT. Rockingstone shall have the authority in connection with its provision of advisory services under this Agreement (i) to determine when, how often, and in what amounts to invest or reinvest dividends in the Account; (ii) to determine the timing of purchases in relation to deposits; and (iii) to determine the timing of sales and withdrawals in relation to requests for withdrawals or transfers. CLIENT acknowledges that (i) CLIENT generally will not be entitled or able to hold securities in the Account other than the securities selected by Rockingstone and (ii) Rockingstone is solely responsible for the decision to invest the Assets in the Account; (d) ADVISER shall discharge its investment management responsibilities consistent with In the event CLIENT is an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or CLIENT’s designated investment objectives. Unless assets constitute "plan assets" within the meaning of U.S. Department of Labor Regulation Section 2510.3-101 (other than individual participants of a plan), CLIENT has advised the ADVISER or Rockingstone (as applicable) each represents and agrees to the contraryprovisions set forth in Schedule A hereto, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested which is incorporated by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereonreference herein; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER Rockingstone to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, advisors, and other professionals to the extent necessary in furtherance of ADVISERRockingstone’s services under this Agreement; and,; (f) CLIENT agrees to provide information and/or documentation requested by Rockingstone in furtherance of this Agreement as such information pertains to CLIENT’s net worth, income, risk tolerance, investment objectives, income needs, and goals, and to keep Rockingstone informed of any changes regarding same. CLIENT acknowledges that Rockingstone cannot adequately perform its services for CLIENT unless CLIENT diligently performs his/her/its responsibilities under this Agreement. Rockingstone is not an attorney or accountant, and no portion of Rockingstone’s services should be interpreted as legal or tax advice. Rather, CLIENT should defer to CLIENT’s attorney and/or accountant with respect to all legal or tax matters. Rockingstone shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant, advisors, or other professionals, and is expressly authorized to rely thereon; (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER Rockingstone under this Agreement are limited to the management of the Assets Assets. If requested by CLIENT, Rockingstone, as a courtesy, may recommend the services of other professionals for implementation services. CLIENT is under no obligation to engage the services of any such recommended professional. Rockingstone cannot and do does not include financial planning guarantee the services of any such recommended professional, and shall not be liable for any action, omission, recommendation/decision or loss resulting from or in connection with the services of any such recommended professional. (h) Rockingstone may apprise CLIENT of third-party private investment opportunities, including, without limitation, hedge funds, private equity or debt funds, or direct investments in real estate partnerships or individual businesses. CLIENT acknowledges that participation in private investment opportunities is outside the scope of the discretionary authority granted to Rockingstone under this Agreement. Clients that elect to participate in private investment opportunities must agree, sign and are also subject to the terms outlined in Rockingstone’s Private Investment Participation Acknowledgement (PIPA). (i) Rockingstone further reserves the right, in its sole discretion from time to time, upon providing prior notice to CLIENT, to engage any investment service provider from which Rockingstone may obtain any or all investments, change any such investment service provider and to make additional investment service providers available for purposes of the investment advisory services provided hereunder. In providing its services, Rockingstone may, subject to applicable laws and regulations, engage unaffiliated vendors or other related contractors to aid it in fulfilling its duties under this Agreement. Additionally, in performing its obligations under this Agreement, Rockingstone may, at its own discretion, delegate any or unrelated consulting servicesall of its discretionary investment, advisory, and other rights, powers, and functions hereunder to any third parties, without CLIENT’s written consent, provided that Rockingstone shall always remain liable to CLIENT for its obligations hereunder.

Scope of Engagement. (a) CLIENT The introducing advisor, as set forth on the signature page of this Agreement, (hereinafter referred to as the “Introducing Advisor”), will interview the Client prior to referring the Client to WBI in order to ascertain the Client’s financial position, investment goals and objectives, investment limitations and reasonable restrictions, and risk tolerance. Introducing Adviser will document the findings of such interview. Introducing Adviser will provide WBI with a completed profile questionnaire for the Client. Introducing Adviser will recommend to the Client the Strategy that is most appropriately suited to the Client’s investment needs in light of the above information gathered by Introducing Adviser. (b) As a result of being introduced to WBI by Introducing Adviser, the Client hereby appoints ADVISER WBI as an Investment Adviser to perform the services hereinafter described, and ADVISER WBI accepts such appointment. ADVISER WBI shall be responsible for the investment and reinvestment of those assets of the Client designated by CLIENT the Client to be subject to ADVISERWBI’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “"Assets” " or “"Account”");. (bc) CLIENT The Client delegates to ADVISER WBI all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER WBI as CLIENTthe Client’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENTthe Client’s name and for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets;. (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENTThe Client authorizes Introducing Adviser, to be Client’s designated investment objectives. Unless the CLIENT has advised the ADVISER agent and attorney-in-fact, and in such capacity to provide instructions to WBI relating to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect Account and to take all other actions necessary or incidental to the management execution of the Assetssuch instructions. The CLIENT agrees Introducing Adviser is authorized to provide information and/or documentation requested by ADVISER instructions to WBI for transactions in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding samethe Account. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and Introducing Adviser is expressly also authorized to rely thereon;provide WBI with information relating to Client or the Account. (e) In the event that the Client authorizes WBI to disclose information about Client and Client’s Account to Introducing Adviser, whether in person or through telephonic, written or electronic means. Such information includes, but is a retirement plan sponsored by CLIENT’s employernot limited to, CLIENT acknowledges that ADVISER’s investment selection shall be limited information relating to the investment alternatives provided by value, positions, transactions, activity and performance in and of the retirement planAccount. In the event that the plan sponsor Client also authorizes WBI to provide Introducing Adviser with duplicate copies of (or custodian will not permit ADVISER direct view-only electronic access to) Account statements, trade confirmations, portfolio appraisals, applicable tax information and other written notices and communications relating to the Account. Introducing Adviser is not authorized to withdraw money, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications securities or other assets from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;. (f) CLIENT authorizes ADVISER Client acknowledges that: (i) Client has selected the Introducing Adviser; (ii) Client may notify WBI of Introducing Adviser representative changes from time to respond to inquiries from, and communicate and share information time; (iii) WBI does not endorse or recommend the Introducing Adviser in any way; (iv) the Introducing Adviser is not affiliated with, CLIENT’s attorneyan agent of, accountantor in any way related to WBI; and (v) WBI may compensate the Introducing Advisor for the referral. For more information regarding these arrangements, please see the Compensation section of this Agreement and other professionals the Introducing Advisor disclosure document provided to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting servicesClient.

Scope of Engagement. (a) a. The CLIENT hereby appoints ADVISER as MSI an Investment Adviser ADVISOR to perform the services hereinafter described, and ADVISER accepts such appointmentdescribed by this agreement. ADVISER MSI shall be responsible for the review of the CLIENT’s present financial situation and shall provide advice in respect to the investment and reinvestment of those relative to the assets designated by the CLIENT to be subject to ADVISERthe ADVISOR’s management (which assetsmanagement. b. The CLIENT under this Agreement authorizes MSI to allocate the assets in accordance with the model designated and in agreement with the stated objectives. Under the Agreement, together with all additionsthe CLIENT shall receive both investment advisory services and the execution of a model as agreed upon. By execution on the last page of this Agreement, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to has authorized the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority ADVISOR to buy, sell, or otherwise effect investment transactions involving the Assets sell c. and trade in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written margin authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer custodian for the account, and grants the custodian of ADVISOR discretionary authority to allocate the Assets;assets in the client’s account. (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. d. The CLIENT agrees to provide information and/or documentation requested by ADVISER ADVISOR in furtherance of this Agreement as pertains to CLIENT’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER ADVISOR informed of any changes regarding same. The CLIENT acknowledges that ADVISER ADVISOR cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his his/her/their/its responsibilities under this Agreement. ADVISER ADVISOR shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER ADVISOR to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISERADVISOR’s services under this Agreement; and,. (g) The e. CLIENT acknowledges and understands that the services service to be provided by ADVISER ADVISOR under this Agreement are the program is limited to the management of the Assets assets and do does not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT The Client hereby appoints ADVISER Xxxxxx Advisors as an Investment Adviser Advisor to perform the services hereinafter described, and ADVISER accepts such appointmenton a discretionary basis. ADVISER Xxxxxx Advisors shall be responsible for the review of the Client’s present financial situation and shall provide Client with advice in respect thereof, including advice in respect of the investment and reinvestment of those assets of the Client designated by CLIENT the Client to be subject to ADVISER’s Xxxxxx Advisors’ management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”);. (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT Client agrees to provide information and/or documentation requested by ADVISER Xxxxxx Advisors in furtherance of this Agreement as pertains to CLIENTthe Client’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Xxxxxx Advisors informed of any changes regarding same. CLIENT The Client acknowledges that ADVISER Xxxxxx Advisors cannot adequately perform its services for CLIENT the Client unless CLIENT the Client diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any provides financial information obtained from CLIENTthe Client, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon;. The Client is free at all times to accept or reject any recommendation from Xxxxxx Advisors, and the Client acknowledges that they have the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from Xxxxxx Advisors. c) The Client acknowledges that Xxxxxx Advisors will have discretionary authority in acting as Overlay Manager for Xxxxxxx Investments (ethe “Program”) In Mutual Fund Wrap Models (“the event that Models”). The Client, based upon the unique investment objectives, risk tolerance, tax situation, and other factors, will be designated for one of the Models in accordance with the terms and conditions of this Xxxxxx Advisors Choice Fund Account (the “Account”). The Model designated by the Client shall be set forth in “Exhibit A” and in the Client’s corresponding “Investor Profile Questionnaire”, which may be amended from time-to-time. The specific terms and conditions pertaining to the Account is are set forth in Xxxxxx Advisors’ wrap fee disclosure brochure (the “Brochure”) which should be read by the Client (together with Xxxxxx Advisors’ Disclosure Statement – see Paragraph 15 herein) prior to engaging Xxxxxx Advisors to provide investment advisory services in accordance with the terms and conditions of the Account. Under the Account, the Client shall receive both investment advisory services and the execution of securities brokerage transactions for a retirement plan sponsored by CLIENT’s employersingle specified Program fee pursuant to paragraph 3 below. d) By execution of this Agreement in the space provided below, CLIENT acknowledges that ADVISER’s investment selection shall be limited the Client delegates to Xxxxxx Advisors all of its power with respect to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation reinvestment of the Assets among and appoints Xxxxxx Advisors as the Client’s attorney and agent in fact with full authority to buy, sell or otherwise effect investment alternatives available through transactions involving the plan, and, as Assets in the Client’s name for the Account. As such, ADVISER will not haveXxxxxx Advisors is authorized to buy, nor will it accept, any authority sell and trade in approved No Transaction Fee (“NTF”) mutual funds and to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary give instruction in furtherance of ADVISER’s services under this Agreement; and,such authority to the registered broker-dealer and/or the custodian for the Account. (ge) The CLIENT Xxxxxx Advisors’ recommendations are based upon its professional judgment. Xxxxxx Advisors cannot guarantee the results of any of its recommendations. f) Client acknowledges and understands that the services to be provided by ADVISER Xxxxxx Advisors under this Agreement are limited to the management of the Assets and do does not include financial planning planning-related services. The specific nature of the services required shall be set forth in a separate written Financial Planning Agreement between Xxxxxx Advisors and the Client for which services Xxxxxx Advisors shall be paid a separate and additional fee. g) As set forth in the Brochure, Xxxxxx Advisors’ services are limited to trading the Account as directed by the Program, research and monitoring of the Program, Program administration, and reporting services. The Client acknowledges and understands that Xxxxxx Advisors will not provide any investment Advisory or consulting services to the Client. Rather, the Client acknowledges and understands that Xxxxxx Advisors is responsible for providing the Client with ongoing investment advisory services under the Account (i.e., assistance in Program recommendations and review of the participant’s investment objectives, account performance, etc. - see discussion as set forth in the Brochure). Unless otherwise expressly prohibited by applicable federal or state securities laws, the Client acknowledges, understands, and agrees that Xxxxxx Advisors does not have any other related or unrelated consulting servicesresponsibility for any Account losses, and are correspondingly released and held harmless by the Client for any act and/or omission of Xxxxxx Advisors and/or any Account losses. The Client acknowledges, understands and agrees Xxxxxx Advisors, and its affiliates, are intended third party beneficiaries of this Agreement relative to this release and hold harmless provision.

Scope of Engagement. (a) CLIENT a. Client hereby appoints ADVISER Adviser as an Investment Adviser investment adviser to perform the services hereinafter described, and ADVISER Adviser accepts such appointment. ADVISER Adviser shall be responsible for the investment and reinvestment of those assets of Client designated by CLIENT Client to be subject to ADVISERAdviser’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT b. Client delegates to ADVISER Adviser all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s Adviser with limited power of attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENTClient’s name and for the Client’s Account; (c) ADVISER c. Adviser is authorized, without prior consultation with CLIENTClient, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contraryd. Client acknowledges that Adviser may, in writingaccordance with Client’s investment objective(s), there are no restrictions that determine to allocate all or a portion of the CLIENT has imposed upon Assets among various individual debt and/or equity securities and/or mutual funds, or other securities or investment contracts; e. Client delegates to Adviser the ADVISER authority to retain one or more third party investment advisers to provide all or a portion of the discretionary management services with respect to the management Client's Account. Adviser shall have sole discretion to hire and fire any third party investment advisers that are providing services on behalf of the Assets. The CLIENT Client’s account without client consent; and, f. Client agrees to provide information and/or documentation requested by ADVISER Adviser in furtherance of this Agreement as it pertains to CLIENTClient’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Adviser duly informed of any changes regarding same. CLIENT Client acknowledges that ADVISER Adviser cannot adequately perform its services for CLIENT Client unless CLIENT Client diligently performs his Client's responsibilities under this Agreement. ADVISER Adviser shall not be required to verify any information obtained from CLIENTClient, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint us as an Investment Adviser your investment adviser to perform the services hereinafter described, described and ADVISER accepts we accept such appointmentappointment under the terms and conditions hereinafter stated. ADVISER We shall be responsible for the investment and reinvestment of those assets designated by CLIENT that you designate to be subject to ADVISER’s our management as set forth on Exhibit A (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”) in accordance with the most recent client profile you have provided us in writing (the “Client Profile”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in . You hereby appoint us your attorney-in-fact with full trading authority over your Account and grant us discretionary authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is Assets. We are authorized, without your prior consultation with CLIENTconsultation, to buy, sell, and trade and allocate in and among stocksequities, bonds, mutual funds, investment subdivisions within variable annuity products,index funds, sub-advisersexchange traded funds, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if a separate written margin authorization has been granted) or otherwise), including investing Assets in short-term money-market instruments when we deem necessary, and to give instructions in furtherance of such trading authority to the registered brokerbroker- dealer of the Account (“Broker-dealer Dealer”) and the custodian of the Assets; Assets (d) ADVISER shall discharge its “Custodian”). You hereby acknowledge that we may recommend that you authorize the active discretionary management of the Assets by and/or among one or more independent investment managers and/or investment management responsibilities consistent with the CLIENT’s designated programs (collectively referred to as “Independent Managers”) to be recommended by us, based upon your stated investment objectives. Unless The terms and conditions under which you shall engage the CLIENT has advised the ADVISER Independent Managers, which include separate fees in addition to the contraryManagement Fee, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, set forth in a separate written agreement between you and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER designated Independent Managers. We shall not be responsible for any costsdirectly supervising the Independent Managers, damagesbut shall perform such ongoing services as set forth in the separate agreements you enter into with the Independent Managers and will continue to render services to you relative to the ongoing monitoring and review of Account performance, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority for which services we shall be limited to paid a fee in accordance with the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; Management Fee (f) CLIENT authorizes ADVISER to respond to inquiries from, below). Unless otherwise specifically and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary expressly indicated in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges , you acknowledge and understands understand that the services service to be provided by ADVISER us under this Agreement are is limited to the management of the Assets and do does not include financial planning or any other related or unrelated consulting services. To the extent that you desire any services outside the scope of this Agreement, the specific nature of the services required shall be set forth in a separate written agreement for which services we shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (ba) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (cb) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (dc) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (ed) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services. (a) The services to be provided by the ADVISER under this Agreement include initial and ongoing financial planning and/or consultation services to the extent such services are specifically requested by the CLIENT. In the event that the CLIENT requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the ADVISER), the ADVISER may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the CLIENT and, (b) With respect to the ADVISER's planning and consulting services, the CLIENT acknowledges that: (i) he/she is free at all times to accept or reject any recommendation from the ADVISER, and the CLIENT acknowledges that he/she has the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from the ADVISER; (ii) recommendations (i.e. estate planning, retirement planning, taxes, insurance, etc.) may be discussed and/or implemented, at the CLIENT’s sole discretion, with the corresponding professional ADVISER(s) (i.e. broker, accountant,attorney, insurance agent, etc.) of the CLIENT’s choosing (which may include affiliated entities and/or representatives of the ADVISER); (iii) in respect to estate planning and tax planning matters, the ADVISER's role shall be that of a facilitator between the CLIENT and his/her corresponding professional advisor(s); (iv) no portion of the ADVISER's services should be construed as legal or accounting advice. Rather, the CLIENT should defer to his/her/their attorney or accountant; and (v) he/she/they will maintain sole responsibility to notify the Adviser if there is a change in his/her/their financial situation or investment objective(s) for the purpose of reviewing/evaluating/revising the ADVISER's previous recommendations and/or services and/or to address new planning or consulting matters.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER PLANNER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PLANNER informed of any changes regarding same. The CLIENT acknowledges that ADVISER PLANNER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his responsibilities under this Agreement. ADVISER PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account . The CLIENT is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited free at all times to the investment alternatives provided by the retirement plan. In the event that the plan sponsor accept or custodian will not permit ADVISER direct access to the Accountreject any recommendation from PLANNER, and the CLIENT provides acknowledges that he has the ADVISER sole authority with regard to the CLIENT’s password and/or log-in information to effect Account transactionsimplementation, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor acceptance, or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER rejection of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, recommendation or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;advice from (fb) CLIENT authorizes ADVISER PLANNER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, accountant and other professionals to the extent necessary in furtherance of ADVISERPLANNER’s services under this Agreement; and,; (gc) The CLIENT acknowledges is free to obtain legal, accounting, and understands that brokerage services from any professional source to implement the recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation decisions; (d) The CLIENT maintains sole responsibility to notify the PLANNER if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising PLANNER’s previous recommendations and/or services; and (e) PLANNER’s financial planning and consulting services pursuant to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning investment implementation, supervisory, management, or any other related reporting services, nor the regular review or unrelated consulting monitoring of a CLIENT’s investment portfolio. In the event the client desires that PLANNER provide investment supervisory or management services, such engagement shall be set forth in a separate Investment Advisory Agreement between PLANNER and the CLIENT, for which services PLANNER shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER XXXXXXX in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PLANNER informed of any changes regarding same. The CLIENT acknowledges that ADVISER PLANNER cannot adequately perform its services for the CLIENT unless the CLIENT diligently performs his responsibilities under this Agreement. ADVISER PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account . The CLIENT is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited free at all times to the investment alternatives provided by the retirement plan. In the event that the plan sponsor accept or custodian will not permit ADVISER direct access to the Accountreject any recommendation from PLANNER, and the CLIENT provides acknowledges that he has the ADVISER sole authority with regard to the CLIENT’s password and/or log-in information to effect Account transactionsimplementation, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor acceptance, or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER rejection of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, recommendation or otherwise, resulting advice from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entityPLANNER; (fb) CLIENT authorizes ADVISER XXXXXXX to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, accountant and other professionals to the extent necessary in furtherance of ADVISERPLANNER’s services under this Agreement; and,; (gc) The CLIENT acknowledges is free to obtain legal, accounting, and understands that brokerage services from any professional source to implement the recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation de cisions; (d) The CLIENT maintains sole responsibility to notify the PLANNER if there is a change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising XXXXXXX’s previous recommendations and/or services; and (e) XXXXXXX’s financial planning and consulting services pursuant to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning investment implementation, supervisory, management, or any other related reporting services, nor the regular review or unrelated consulting servicesmonitoring of a CLIENT’s investment portfolio.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER PROFI as an Investment Adviser to perform the services hereinafter described, and ADVISER PROFI accepts such appointment. ADVISER PROFI shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISERPROFI’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER PROFI all of its CLIENT’s powers with regard to the investment and reinvestment of the Assets and appoints ADVISER PROFI as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER PROFI is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,exchange traded funds, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-broker- dealer and the custodian of the Assets; (d) ADVISER PROFI shall discharge its investment management responsibilities consistent with the CLIENTCLIENTI’s designated investment objectives. Unless the CLIENT has advised the ADVISER PROFI to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER PROFI with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER PROFI in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER PROFI informed of any changes regarding same. CLIENT acknowledges that ADVISER PROFI cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER PROFI shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s current or former employer, CLIENT acknowledges that ADVISERPROFI’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the The CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT further acknowledges and understands that: : (1) the ADVISER will PROFI may not receive any communications from the plan sponsor or plan custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER PROFI of any changes in investment alternatives, restrictions, etc pertaining to the Account; ; (2) the ADVISER PROFI shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISERPROFI; and and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER PROFI will not have, nor will it accept, any authority to effect any other type of transactions transaction or changes via the plan web site, including but not limited to changing beneficiaries investment allocations, changing beneficiaries, or effecting Account disbursements or transfers to any individual or entity;; and, (f) CLIENT authorizes ADVISER PROFI to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISERPROFI’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (ba) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (cb) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (dc) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (ed) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT You hereby appoints ADVISER appoint us as an Investment Adviser your investment adviser to perform the services hereinafter described, described and ADVISER accepts we accept such appointmentappointment under the terms and conditions hereinafter stated. ADVISER We shall be responsible for the investment and reinvestment of those assets designated by CLIENT that you designate to be subject to ADVISER’s our management as set forth on Exhibit A (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers in accordance with regard to the your investment needs, goals and reinvestment of the Assets objectives as set forth on Exhibit B. You hereby appoint us as your attorney-in-fact and appoints ADVISER as CLIENT’s grant us limited power-of-attorney and agent in fact with full discretionary trading authority over your Account to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is Assets. We are authorized, without your prior consultation with CLIENTconsultation, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,index funds, sub-advisersexchange traded funds, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if a separate written margin authorization has been granted) or otherwise), including investing Assets in short-term money-market instruments when we deem necessary, and to give instructions in furtherance of such trading authority to the registered broker-dealer of the Account (“Broker-Dealer”) and the custodian of the Assets; Assets (d) ADVISER shall discharge its “Custodian”). We are authorized to delegate the active discretionary management of all or part of the Assets to one or more independent investment managers and/or investment management responsibilities consistent with the CLIENT’s designated programs (collectively referred to as “Independent Managers”) based upon your stated investment objectives. Unless The terms and conditions under which you may engage the CLIENT has advised Independent Managers, which may include separate fees in addition to our Management Fee (described below), may be set forth in a separate written agreement between you and the ADVISER designated Independent Managers. You agree to execute in a timely manner any such separate written agreements with the contrary, in writing, there are no restrictions Independent Managers that the CLIENT has imposed upon the ADVISER with respect we may deliver to the management of the Assetsyou. The CLIENT agrees Independent Managers shall have limited power-of-attorney and trading authority over those Assets we direct to provide information and/or documentation requested them for management and they shall be authorized to buy, sell, and trade in Securities in accordance with your investment objectives as communicated by ADVISER us, and to give instructions in furtherance of this Agreement as pertains such trading authority to CLIENT’s the Broker- Dealer and the Custodian. We are authorized to terminate or change Independent Managers when, in our sole discretion, we believe such termination or change is in your best interest. We will continue to render services to you relative to the supervision of the Independent Managers and ongoing monitoring and review of Account performance, Asset allocation, and investment objectives, needs for which services we shall be paid a fee in accordance with the Management Fee. Unless otherwise specifically and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under expressly indicated in this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, you acknowledge and is expressly authorized to rely thereon; (e) In the event understand that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services service to be provided by ADVISER us under this Agreement are is limited to the management of the Assets and do does not include financial planning or any other related or unrelated consulting services. To the extent that you desire any services outside the scope of this Agreement, the specific nature of the services required shall be set forth in a separate written agreement for which services we shall be paid a separate and additional fee.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: : (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); ; (b) CLIENT delegates to ADVISER all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER as CLIENT’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Account; (c) ADVISER is authorized, without prior consultation with CLIENT, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; ; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contrary, in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan Account sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan Account sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the CLIENT’s failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to make or effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity;; and, (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT a. Client hereby appoints ADVISER Adviser as an Investment Adviser to perform the services hereinafter described, and ADVISER Adviser accepts such appointment. ADVISER Adviser shall be responsible for the investment and reinvestment of those assets of Client designated by CLIENT Client to be subject to ADVISERAdviser’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT b. Client delegates to ADVISER Adviser all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER Adviser as CLIENTClient’s attorney and agent in fact with full authority to buy, sell, or otherwise effect e"ect investment transactions involving the Assets in CLIENTClient’s name and for the Client’s Account; (c) ADVISER c. Adviser is authorized, without prior consultation with CLIENTClient, to buy, sell, and trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contraryd. Client acknowledges that Adviser may, in writingaccordance with Client’s investment objective(s), there are no restrictions that the CLIENT has imposed upon the ADVISER with respect determine to the management allocate all or a portion of the Assets. The CLIENT Assets among various individual debt and/or equity securities and/or mutual funds, or other securities or investment contracts, or one or more of the Advisor’s proprietary models, and/or other money managers; and, e. Client agrees to provide information and/or documentation requested by ADVISER Adviser in furtherance of this Agreement as it pertains to CLIENTClient’s investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Adviser duly informed of any changes regarding same. CLIENT Client acknowledges that ADVISER Adviser cannot adequately perform its services for CLIENT Client unless CLIENT Client diligently performs his Client’s responsibilities under this Agreement. ADVISER Adviser shall not be required to verify any information obtained from CLIENTClient, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services to be provided by ADVISER under this Agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services.

Scope of Engagement. (a) CLIENT a. Client hereby appoints ADVISER as an Investment Adviser Advisor to perform the services hereinafter described, and ADVISER Advisor accepts such appointment. ADVISER Advisor acknowledges it is a fiduciary under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and shall be responsible for the discretionary investment and reinvestment of those assets of Client designated by CLIENT Client to be subject to ADVISERAdvisor’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”); (b) CLIENT b. Client delegates to ADVISER Advisor all of its powers with regard to the investment and reinvestment of the Assets and appoints ADVISER Advisor as CLIENTClient’s attorney and agent in fact with full authority to buy, sell, or otherwise effect investment securities brokerage transactions involving the Assets in CLIENTClient’s name and for the Client’s Account; (c) ADVISER c. Advisor is authorized, without prior consultation with CLIENTClient, to buy, sell, trade and allocate in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or investment contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets. Advisor may occasionally accept unsolicited orders from Client to effect trades in Client’s accounts not managed by the Advisor; (d) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectives. Unless the CLIENT has advised the ADVISER to the contraryd. Client acknowledges that Advisor may, in writingaccordance with Client’s investment objective(s), there are no restrictions that the CLIENT has imposed upon the ADVISER with respect determine to the management allocate all or a portion of the Assets. The CLIENT Assets among various individual debt and/or equity securities and/or mutual funds, or other securities or investment contracts, or one or more of the Advisor’s proprietary models, and/or other money managers or investment advisors; e. Client agrees to provide a continual working email address and such other information and/or documentation requested by ADVISER Advisor in furtherance of this Agreement as it pertains to CLIENTClient’s financial profile, investment objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER Advisor duly informed and updated of any changes regarding same. CLIENT Client acknowledges that ADVISER Advisor cannot adequately perform its services for CLIENT Client unless CLIENT Client diligently performs his Client’s responsibilities under this Agreement. ADVISER Advisor shall not be required to verify any information obtained from CLIENTClient, CLIENTClient’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands f. Client agrees that the services to be provided by ADVISER under Advisor pursuant to this Agreement are limited to the management of the Assets Assets, as set forth herein, and do not include financial planning any insurance related services or products or any other related services or unrelated consulting servicesproducts.

Scope of Engagement. (a) CLIENT hereby appoints ADVISER as an As a non-discretionary sub-adviser to the Sub-Adviser with respect to the Funds, ARK shall provide the Services to the Sub-Adviser in accordance with the Investment Adviser to perform the services hereinafter described, and ADVISER accepts such appointment. ADVISER shall be responsible for the investment and reinvestment of those assets designated by CLIENT to be subject to ADVISER’s management (which assets, together with all additions, substitutions and/or alterations thereto are hereinafter referred to as the “Assets” or “Account”);Guidelines set forth in Schedule 1. (b) CLIENT delegates to ADVISER all of its powers with regard Without prejudice to the investment generality of paragraph (a), above, and reinvestment subject to the Investment Guidelines, ARK shall make recommendations relating to: (i) the purchase, subscription or increase in exposure of the Assets and appoints ADVISER certain digital assets or securities permitted as CLIENT’s attorney and agent investments in fact with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in CLIENT’s name for the Accounta Fund; (cii) ADVISER is authorized, without prior consultation with CLIENT, the retention of any exposure to buy, sell, trade and allocate digital assets or of any securities in and among stocks, bonds, mutual funds, investment subdivisions within variable annuity products,, sub-advisers, independent investment managers and/or programs (with or without discretion, depending upon the independent investment manager or program) and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to the registered broker-dealer and the custodian of the Assets;a Fund; and (diii) ADVISER shall discharge its investment management responsibilities consistent with the CLIENT’s designated investment objectivessale, redemption, exchange or reduction of exposure to any digital assets or any securities in a Fund. Unless the CLIENT has advised the ADVISER to the contrary, otherwise specifically and expressly indicated in writing, there are no restrictions that the CLIENT has imposed upon the ADVISER with respect to the management of the Assets. The CLIENT agrees to provide information and/or documentation requested by ADVISER in furtherance of this Agreement as pertains to CLIENT’s objectives, needs and goals, and maintains exclusive responsibility to keep ADVISER informed of any changes regarding same. CLIENT acknowledges that ADVISER cannot adequately perform its services for CLIENT unless CLIENT diligently performs his responsibilities under this Agreement. ADVISER shall not be required to verify any information obtained from CLIENT, CLIENT’s attorney, accountant or other professionals, and is expressly authorized to rely thereon; (e) In the event that the Account is a retirement plan sponsored by CLIENT’s employer, CLIENT acknowledges that ADVISER’s investment selection shall be limited to the investment alternatives provided by the retirement plan. In the event that the plan sponsor or custodian will not permit ADVISER direct access to the Account, and the CLIENT provides the ADVISER with the CLIENT’s password and/or log-in information to effect Account transactions, the CLIENT acknowledges and understands that: (1) the ADVISER will not receive any communications from the plan sponsor or custodian, and it shall remain the CLIENT’s exclusive obligation to notify the ADVISER of any changes in investment alternatives, restrictions, etc pertaining to the Account; (2) the ADVISER shall not be responsible for any costs, damages, penalties, or otherwise, resulting from the failure to so notify the ADVISER; and (3) the ADVISER’s authority shall be limited to the allocation of the Assets among the investment alternatives available through the plan, and, as such, ADVISER will not have, nor will it accept, any authority to effect any other type of transactions or changes via the plan web site, including but not limited to changing beneficiaries or effecting Account disbursements or transfers to any individual or entity; (f) CLIENT authorizes ADVISER to respond to inquiries from, and communicate and share information with, CLIENT’s attorney, accountant, and other professionals to the extent necessary in furtherance of ADVISER’s services under this Agreement; and, (g) The CLIENT acknowledges and understands that the services Services to be provided by ADVISER ARK under this Agreement are limited to the management provision of non-binding, non-discretionary advice with respect to the Assets exposure to the relevant digital assets in a Fund and do the composition of a Fund’s equity portfolio based upon the Investment Guidelines and does not include financial planning or any other related or unrelated consulting services. ARK is not authorized and shall not be required under this Agreement to place purchase and sales orders on behalf of a Fund. ARK shall have no responsibility with respect to the prudence of the Investment Guidelines relative to the investments in a Fund, the overall diversification of a Fund, or with respect to any of the investments purchased or sold by the Sub-Adviser for a Fund. Further, unless agreed by both parties in writing, ARK shall not make any recommendations relating to the trading of futures, even where the fund holds futures on digital assets. In such instances, ARK’s recommendations shall be limited to the Fund’s general exposure to a digital asset. (c) ARK shall, unless otherwise expressly provided and authorized in writing, have no authority to act for or represent the Sub-Adviser or the Fund in any way, or in any way be deemed an agent for the Sub-Adviser or the Fund. (d) ARK shall cooperate with the Sub-Adviser in response to questions from or requests by a competent authority of the Sub-Adviser or its affiliates or its executives or employees to prepare or submit materials, documents, or any other items for the purpose in connection thereto. (e) ARK will not be expected or required to: (i) vote proxies or take other corporate actions with respect to securities held in a Fund; (ii) take any action with respect to lawsuits (including class-action lawsuits) involving securities presently or formerly held in a Fund; or (iii) file proofs of claim with respect to securities held in a Fund that may be the subject of bankruptcy proceedings.