LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of May ___, 2011 by and between Ascentia Capital Partners a Limited Liability Corp. located in Reno, NV (“LICENSEE”), and Research Affiliates, LLC, a California limited...

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of May ___, 2011 by and

between Ascentia Capital Partners a Limited Liability Corp. located in Reno, NV

(“LICENSEE”), and Research Affiliates, LLC, a California limited liability company (“RA”).

WHEREAS, LICENSEE is an investment adviser registered with the U.S. Securities and

Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the

“Advisers Act”);

WHEREAS, Trust for Professional Managers, a Delaware statutory trust located at

000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000 (the “Trust”), is an open-end management

investment company registered under the Investment Company Act of 1940, as amended

(the “1940 Act”); and

WHEREAS, the Ascentia Alternative Strategies Fund (the “Fund”) is a separate series

of the Trust having separate assets and liabilities;

WHEREAS, the Trust on behalf of the Fund has retained the Advisor to render

investment management services to the Fund pursuant to an Investment Advisory

Agreement dated as of September 20, 2007 (the “Investment Advisory Agreement”); and

WHEREAS, RA is an investment adviser registered with the SEC under the Advisers

Act. RA has developed and may continue to develop proprietary approaches for the

construction of securities indexes and portfolios knows as the RA Fundamental Index®

methodology (RAFI®). The RAFI methodology selects and weights securities for an index or

portfolio using fundamental measures of company size, including but not limited to sales,

cash flow, dividends and book value, and specifically excluding market capitalization, price

weighting or equal weighting. RA has patent protection for its core processes and

registration of several trademarks relating to RAFI and RAFI related products;

WHEREAS, LICENSEE wishes to manage a portfolio for the Fund based on a

customized Fundamental Index® methodology as set forth in Exhibit A. Exhibit A may be

amended in writing during the term of this Agreement as mutually agreed by the parties;

WHEREAS, RA wishes to license to LICENSEE a customized version of its Fundamental

Index methodology and to deliver on a quarterly basis a model portfolio(s) to be used to

manage a portfolio for the Fund as set forth and as defined in Exhibit A.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and

other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

1. Grant of License; Existing RAFI Relationships.

Subject exclusively to the terms and conditions of this Agreement, RA hereby grants

to the LICENSEE a limited exclusive, non-transferrable, non-sublicensable, license to one or

more versions of RA’s Fundamental Index methodology-derived index (“Index” or “Indexes”)

constituent data customized for the terms and conditions hereunder, to be used in the

management of a portfolio for the Fund as set forth and as defined in Exhibit A. LICENSEE

understands and agrees that:

1.1

LICENSEE understands that it may use the model portfolio(s) only to manage

assets of the Fund and agrees that it cannot seek to distribute or license the model

portfolio(s) to any other third party for any use or purpose.

1.2

RA has granted a global exclusive right to a third party to use the

Fundamental Index methodology for private or public registered funds or separate accounts

that obtain exposure to any equity securities through investment in various derivatives

instruments while seeking additional return from active management of fixed income

securities (“portable alpha”). As such, LICENSEE may not seek to distribute or license the

Index for the investment, implementation or distribution of a Fundamental Index portable

alpha product.

Fees.

2.1

License Fee. LICENSEE agrees to pay RA licensing fees for the RA

Fundamental Index® Funds (“Fund” or “Funds”) according to the following schedule:

(i) licensing fee on the first $100 million in aggregate Fund assets is 45 bps.

(ii) licensing fee on the next $400 million in aggregate Fund assets is 40 bps.

(iii) licensing fee on aggregate Fund assets above $500 million is 35 bps.

2.2

Reporting.

Assets managed by LICENSEE subject to this Agreement shall

be reported to RA by the 10th business day following month end. Additional information

that may be reasonably requested by RA and provided by LICENSEE may include monthly net

asset flows.

2.3

Payments.

The license fee payable will be calculated and accrued

quarterly based on the averaged daily net assets of all Funds in the aggregate and payable

on a quarterly basis within 30 days of the end of the calendar quarter.

Compliance with Laws.

3.1

LICENSEE Obligations. LICENSEE shall perform its obligations under and in

connection with this Agreement in compliance with applicable laws. LICENSEE shall maintain

any and all registrations applicable to its operations in connection with this Agreement.

LICENSEE is solely and exclusively responsible for all activities of its agents, servants,

employees, partners and principals.

3.2

RA Obligations. RA shall perform its obligations under and in connection with

this Agreement in compliance with applicable law. RA shall maintain any and all

registrations applicable to its operations in connection with this Agreement. RA is solely and

exclusively responsible for all activities of its agents, servants, employees, partners and

principals.

Use of Name, Marks and Index.

4.1

RA Names and Trademarks. During the term of this Agreement, LICENSEE

shall have permission to use RA’s name and marks in the marketing, promotion and

distribution of the Fund in accordance with applicable laws and regulations. LICENSEE shall

use the XX xxxxx only in accordance with the guidance and directions furnished to LICENSEE

by RA and as shown in Exhibit B. Exhibit B may be amended through separate update to

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LICENSEE by email. LICENSEE, upon reasonable request from RA, agrees to xxxxxxx XX with

written and on-line marketing-related materials prepared for distribution to the public

which refer to RA, RAFI or eRAFI in any way.

4.2

RA hereby authorizes LICENSEE (a) to redistribute the model portfolio data to

its service providers, counterparties, market makers and authorized participants

(collectively, “Third Parties”) in connection with the management of the Fund’s portfolio ,

(b) to reproduce the model portfolio data solely for the purpose of such redistribution, (c) to

reformat and reconfigure the model portfolio data solely for the purpose of such

redistribution and (d) to use and redistribute the model portfolio data in connection with

financial products and tools (including any rebalancing tool) created by the LICENSEE.

LICENSEE will not redistribute model portfolio data to a Third Party until such Third Party

has entered into a separate non-disclosure agreement with RA prior to their receipt of

model portfolio data. RA agrees to promptly enter into non-disclosure agreements with

such Third Parties.

Status of Parties.

The parties to this Agreement intend that no agency, employment, joint venture or

partnership relationship is created by this Agreement. Each party, as an independent

contractor, understands that its business is separate and apart from any that may be

operated by the other party, and neither party shall acquire any power, other than as

specifically and expressly provided in this Agreement, to bind the other in any manner

whatsoever with respect to third parties.

Term; Termination.

6.1 This Agreement has an initial duration of two (2) years. This Agreement shall

continue in effect thereafter for additional periods not exceeding one (l) year so long as

such continuation is approved for the Fund at least annually by (i) the Board of Trustees or

by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of

a majority of the Trustees of the Trust who are not parties to this Agreement nor interested

persons thereof, cast in person at a meeting called for the purpose of voting on such

approval. The terms “majority of the outstanding voting securities” and “interested

persons” shall have the meanings as set forth in the 1940 Act;

6.2 This Agreement may be terminated by the Trust on behalf of the Fund at any

time without payment of any penalty, by the Board of Trustees, by the Advisor, or by vote of

a majority of the outstanding voting securities of the Fund without the payment of any

penalties, upon sixty (60) days’ written notice to RA, and by RA upon sixty (60) days’ written

notice to the Fund and the Advisor. In the event of a termination, RA shall cooperate in the

orderly transfer of the Fund’s affairs;

6.3 This Agreement shall terminate automatically in the event of any transfer or

assignment thereof, as defined in the 1940 Act; and

6.4 This Agreement will also terminate in the event that the Investment Advisory

Agreement is terminated.

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Confidential Information.

7.1 RA’s Confidentiality Obligations. RA acknowledges that during the term of

this Agreement, it may have access to information and data relating to the business and

activities of LICENSEE and the Fund not generally available to the public and that a

reasonable person would understand is confidential, including but not limited to business

records, internal policies and procedures, marketing materials produced by LICENSEE,

information relating to Investors and other information regarding LICENSEE and the Fund

(collectively, “LICENSEE Confidential Information”). During the term of this Agreement, and

following termination for so long as the Confidential Information remains confidential, RA

will only use LICENSEE Confidential Information as provided for herein and will not disclose

any LICENSEE Confidential Information to any person (except as may be expressly

authorized by LICENSEE in advance in writing), except such LICENSEE Confidential

Information as RA becomes legally compelled to disclose (by subpoena, court order, civil

investigative demand or similar process, including regulatory agency, self-regulatory

organization or governmental body inquiries or otherwise). In the event that RA determines

that it is legally compelled to disclose LICENSEE Confidential Information, then RA shall

promptly notify LICENSEE of such determination.

7.2

LICENSEE’s Confidentiality Obligations. LICENSEE acknowledges that during

the term of this Agreement, it will have access to information and data relating to the

business and activities of RA, its affiliates not generally available to the public and that a

reasonable person would understand is confidential, including but not limited to business

records, internal policies and procedures, and other information regarding RA and its

affiliates (collectively, “RA Confidential Information”). During the term of this Agreement,

and following termination for so long as the Confidential Information remains confidential,

LICENSEE will only use RA Confidential Information as provided for herein and will not

disclose any RA Confidential Information to any person (except as may be expressly

authorized by RA in advance in writing), except such RA Confidential Information as

LICENSEE becomes legally compelled to disclose (by subpoena, court order, civil

investigative demand or similar process, including regulatory agency, self-regulatory

organization or governmental body inquiries or otherwise). In the event that LICENSEE

determines that it is legally compelled to disclose RA Confidential Information, then

LICENSEE shall promptly notify RA of such determination.

7.3

Limitations. Neither the RA Confidential Information nor the LICENSEE

Confidential Information (the RA Confidential Information and the LICENSEE Confidential

Information being collectively referred to as the “Confidential Information”) shall be subject

to Sections 7.1 and 7.2 above if it:

a) was in the possession of or was known to the non-disclosing party prior to its

receipt from the disclosing party;

b) is generally known or easily ascertainable by third parties of ordinary skill in

similar businesses as the disclosing party without use of or reference to

information from the disclosing party;

c) is or becomes public knowledge without breach of this Agreement by the non-

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disclosing party; or

d) is rightfully obtained by the non-disclosing party from a third party or parties not

subject to a confidentiality agreement with regard to part or all of the

Confidential Information.

7.4

Treatment Generally. Each party to this Agreement shall treat as Confidential

Information any information pertaining to a third party that either of them is obligated to

treat as proprietary and/or confidential, provided that sufficient notice of the obligation is

given in writing to the other party, as well as the terms of this Agreement.

7.5

Return of Confidential Information. Upon the request of the disclosing party,

and in any event upon termination of this Agreement, the non-disclosing party shall return

the original and any copies of the Confidential Information which it, or any of its affiliates,

employees, representatives or agents, are holding in tangible form, written or otherwise, to

the disclosing party or shall certify in writing to the disclosing party that such Confidential

Information has been destroyed. Notwithstanding the above, a non-disclosing party shall

not be required to return any Confidential Information that such non-disclosing party is

required to retain pursuant to applicable law or regulations. Further, the parties agree to

cooperate fully with each other with respect to any inquiries or complaints relating to the

services provided under this Agreement and to make available any Confidential Information

required to adequately respond to such an inquiry or complaint, provided such information

may be disclosed under applicable law or regulation.

7.6

In the event of a breach or threatened breach by one party (“Breaching

Party”) of this Section 7 relating to the Confidential Information of the other party (“Non-

breaching Party”), the Breaching Party acknowledges and agrees that damages would be an

inadequate remedy and that the Non-breaching Party shall be entitled to preliminary and

permanent injunctive relief to preserve such confidentiality or limit improper disclosure of

such Confidential Information, but nothing herein shall preclude the Non-breaching Party

from pursuing any other action or remedy for any breach or threatened breach of this

Agreement. All remedies under this Section 7 shall be cumulative.

7.7

Survival. The provisions of this Section 7 shall survive termination of this

Agreement.

Representations.

8.1

RA Representations. RA hereby represents and warrants that as of the date

hereof and for so long as this Agreement is in effect:

a) RA has full power and authority to execute and deliver this Agreement and to

perform its obligations hereunder. The execution, delivery and performance of

this Agreement has been duly authorized by all necessary action, and this

Agreement constitutes a valid and binding obligation, enforceable against it in

accordance with its terms; except as enforceability may be limited by

bankruptcy, insolvency, reorganizations, moratorium or similar laws affecting

creditors’ rights generally or by general principals of equity;

- 5 -

b) RA may provide model portfolio constituent data through a mutually agreeable

agent. RA will further provide reasonable on-going assistance, research and

portfolio management support as may be required for LICENSEE to manage the

Fund’s portfolio and such other documents as are reasonably necessary for

LICENSEE to be able to perform its obligations hereunder;

c) RA will calculate or cause the model portfolio to be calculated quarterly,

promptly correct mathematical errors in such calculations, notify LICENSEE of

changes in model portfolio composition / calculation, respond to reasonable

requests by LICENSEE for information regarding the model portfolio, and make

available to LICENSEE the data concerning the model portfolio by electronic

means on a daily basis for LICENSEE’s internal purposes;

d) the RAFI materials, and any amendments and supplements thereto, do not and

will not contain any misstatement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements made

therein not misleading;

e) no action, suit or proceeding is pending or, to its knowledge, threatened against

RA or any of its directors, officers or employees before or by any court,

administrative agency or other governmental authority that brings into question

the validity of the transactions contemplated by this Agreement or that could

impair the consummation by it of this Agreement or the transactions

contemplated hereby;

f) RA will assign an Affiliate relationship manager to oversee and ensure timely

delivery of model portfolio data and to coordinate the provision of on-going

model portfolio and portfolio management support;

g) RA owns or has sufficient rights to grant the rights granted herein to the XX

xxxxx and that RA has not granted any rights to any person that conflict with the

LICENSEE’s rights of exclusivity as provided in this Agreement;

h) RA will reasonably provide standard Fundamental Index presentation and related

marketing materials that may be useful to LICENSEE in the creation of its own

marketing materials. Delivery of data and information will be through its

dedicated Affiliate website or through a mutually agreed upon third party. RA

makes and will make no representation or warranty whether such materials

meet the regulatory requirements applicable to marketing activities by Licensee;

i) RA, upon LICENSEE authorization, subject to applicable regulatory restrictions,

will post LICENSEE as an affiliate on its public website.

8.2

LICENSEE Representations. LICENSEE hereby represents and warrants that as

of the date hereof and for so long s this Agreement is in effect:

a) it has full power and authority to execute and deliver this Agreement and to

perform its obligations hereunder. The execution, delivery and performance of

this Agreement has been duly authorized by all necessary action, and this

Agreement constitutes a valid and binding obligation, enforceable against it in

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accordance with its terms, except as enforceability may be limited by

bankruptcy, insolvency, reorganizations, moratorium or similar laws affecting

creditors’ rights generally or by general principals of equity;

b) it has or will obtain all authorizations, approvals, consents, orders, licenses,

certificates and permits of and from all governmental and regulatory bodies

necessary to perform its obligations hereunder;

c) it will throughout the duration of this Agreement remain in compliance with all

applicable laws, regulations and rules in those jurisdictions in which solicitation

activities shall occur;

d) no action, suit or proceeding is pending or, to its knowledge, threatened against

it or any of its directors, officers or employees before or by any court,

administrative agency or other governmental authority that brings into question

the validity of the transactions contemplated by this Agreement or that could

impair the consummation by it of this Agreement or the transactions

contemplated hereby;

e) it or an affiliate will provide and maintain services necessary to administer the

Fund, including portfolio management, trade execution, custodial services, bank

account management, investment accounting, unit registry, performance

attribution, unit price calculations, financial reporting and other general fund

administration;

f) it or an affiliate will pay the costs directly associated with the management and

administration of the Fund, including the execution, administration, marketing,

registration, legal and compliance costs; and

8.3

Continuing Representations. The representations and warranties set forth in

this Section 8 are continuing during the term of this Agreement and for so long as the

Parties hereto receive payments hereunder.

Notices.

Any notice or other communication required or permitted to be given hereunder

shall be given in writing and faxed or delivered to the other Party by registered or certified

mail (return receipt requested) or national overnight carrier at the addresses set forth

below:

If to RA:

Xxxxxxx X. Xxxxxxxx

Chief Operating Officer

Research Affiliates, LLC

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxxx Xxxxx, XX 00000 XXX

Phone:

(949) 000- 0000

Fax:

(949) 325- 8928

E-Mail :

Xxxxxxxx@xxxxx.xxx

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With a copy to:

Xxxxxx X. Xxxxxxx

Chief Legal and Compliance Officer

Research Affiliates, LLC

000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxxx Xxxxx, XX 00000 XXX

Phone:

(949) 000- 0000

Fax:

(949) 325- 8931

E-Mail :

xxxxxxx@xxxxx.xxx

If to Ascentia Capital Partners:

Xxxxxxx X. XxXxxxx

Managing Partner

Ascentia Capital Partners, LLC

0000 Xxxxxxx Xxxx

Xxxx, Xxxxxx 00000

Phone:

(000) 000-0000

Fax:

(000) 000-0000

E-Mail:

XXxXxxxx@XxxxxxxxXxxxx.xxx

E-Mail notice coupled with a read receipt shall be an acceptable form of notice under

this Agreement. Notice shall be deemed given upon receipt.

10.

Complete Agreement; Amendment; Modification.

As to the matters discussed herein, this Agreement constitutes the entire agreement

between the parties and supersedes voids and rescinds any and all prior oral or written

agreements between LICENSEE and RA with respect to the subject matter of this

Agreement. This Agreement may not be amended nor modified, nor any of the provisions

hereof waived, except by the written consent of both parties hereto.

11.

Governing Law; Jurisdiction; Arbitration.

In the event of a dispute relating to this Agreement, each party agrees that any legal

action, proceeding, controversy or claim between the parties arising out of or relating to this

Agreement may be brought and prosecuted only in Los Angeles, California, U.S., and by

execution of this Agreement each party hereto submits to the exclusive jurisdiction of such

court and waives any objection it might have based upon improper venue or inconvenient

forum. Each party hereto hereby waives any right it may have in the future to a jury trial in

connection with any legal action, proceeding controversy or claim between the parties

arising out of or relating to this Agreement. This Agreement shall be interpreted, construed

and enforced in accordance with the laws of the State of California without reference to or

inclusion of the principles of choice of law or conflicts of law of that jurisdiction. It is the

intent of the parties that the substantive laws of the State of California govern this

- 8 -

Agreement and not the law of any other jurisdiction incorporated through choice of law or

conflicts of law principles. The provisions of this Section 12 shall survive termination of this

Agreement.

12.

Indemnification.

12.1 RA, its affiliates, agents and employees, shall be indemnified by the LICENSEE

against all liabilities, losses or claims (including reasonable expenses arising out of defending

such liabilities, losses or claims):

(a) arising from the Fund’s or the LICENSEE’s directions to RA or Custodian, or brokers,

dealers or others with respect to the making, retention or sale of any investment

or reinvestment hereunder; or

(b) arising from the acts or omissions of the Advisor, the Custodian or the Fund, their

respective affiliates, agents or employees;

except for any such liability or loss which is due to the gross negligence, willful misconduct,

or bad faith of RA, its affiliates, agents and employees, or RA’s reckless disregard of its

duties and obligations. RA shall also be without liability hereunder and shall be indemnified

pursuant to this Section for any action taken or omitted by it in good faith and without gross

negligence.

12.2 RA shall comply with all applicable laws and regulations in the discharge of

its duties under this Agreement; shall comply with the investment policies, guidelines and

restrictions of the Fund; shall act at all times in the best interests of the Fund; and shall

discharge its duties with the care, skill, prudence and diligence under the circumstances

then prevailing that a prudent person acting in a like capacity and familiar with such matters

would use in the conduct of a similar enterprise.

12.3 RA shall not be deemed by virtue of this Agreement to have made any

representation or warranty that any level of investment performance or level of investment

results will be achieved.

12.4 RA Indemnity. RA agrees to indemnify and hold harmless LICENSEE and its

affiliates, and their respective directors, officers, members, employees and agents (each is

referred to as an “Indemnified Party”), against any Claims to which any Indemnified Party

may become subject, insofar as such Claims arise out of or are based upon (a) a breach of

any of the covenants, agreements, representations or warranties contained in this

Agreement or (b) the performance or non-performance of this Agreement by RA or (c) any

third-party claim, action or proceeding against LICENSEE based on any infringement or

alleged infringement of any U.S. copyright, U.S. patent, U.S. trademark or service xxxx, U.S.

trade secret or misappropriation claim based on LICENSEE’s use of the XX xxxxx or the

Indexes in accordance with the terms of this Agreement, unless it is finally judicially

determined by a court or arbitration panel of competent jurisdiction that such Claims

- 9 -

resulted directly from the willful misconduct or gross negligence of LICENSEE.

12.5

Notice of Claims.

An Indemnified Party shall promptly notify the party

providing indemnity of any Claims for which an Indemnified Party is seeking indemnification

hereunder. The party providing indemnity shall not settle any action or proceeding without

the prior written consent of the Indemnified Party, which consent shall not be unreasonably

withheld.

12.6

Survival.

The indemnification provisions contained in this Section 13

shall survive the termination of this Agreement.

13.

Assignment.

No party hereto may transfer, sell, encumber or assign any of its rights or obligations

hereunder in whole or in part without the express written consent of the other party

hereto.

14.

Successors.

This Agreement shall be binding upon and inure to the benefit of the parties hereto,

their successors and permitted assigns. No other person shall have any right or obligation

under this Agreement.

15.

Headings.

Headings to sections herein are for the convenience of the parties only, and are not

intended to be a part of or to affect the meanings or interpretation of this Agreement.

16.

Waiver of Breach.

The waiver by a party of a breach of any provision of this Agreement shall not

operate nor be construed as a waiver of any subsequent breach by a party. The failure of a

party to insist upon strict adherence to any provision of this Agreement shall not constitute

a waiver or thereafter deprive such party of the right to insist upon a strict adherence.

17.

Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an

original but all of which shall constitute one and the same instrument.

18.

Miscellaneous.

This Agreement shall be construed without regard to any presumption or other rule

requiring construction against the party causing this Agreement, or any part thereof, to be

drafted.

- 10 -

IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the

undersigned as of the day and year first above written.

RESEARCH AFFILIATES, LLC

Ascentia Capital Partners

By:

________________________

By:

________________________

Name: Xxxxxxx X. Xxxxxxxx

Name: ________________________

Title:

Chief Operating Officer

Title: ________________________

- 11 -

EXHIBIT A

Strategy

Products

Territory

Channels

RAFI US

40 Xxx xxxx

Xxxxxx Xxxxxx

Xot Applicable

Long Short

- 12 -

EXHIBIT B

Trademark Usage

US Research Affiliates® Trademark and Disclaimer Guide

Research Affiliates Trademarks – Below is a list of the most commonly used Research

Affiliates trademarks:

Fundamental Index®

Fundamentals Weighted®

RAFI®

Powered by RAFI® logo

Research Affiliates®

Research Affiliates® logo

eRAFI®

RAFI® logo

Fundamental High Yield®

- ALL PUBLICLY AVAILABLE DOCUMENTS USING ANY RESEARCH AFFILIATES

TRADEMARK MUST BE PRE-APPROVED BY RESEARCH AFFILIATES.

- The appropriate trademark symbol (“℠” or “®”) should be positioned in the

upper right shoulder immediately after the trademark, the first time you

reference a trademark in a document or section.

1. Proper use of Trademarks – Trademarks must only be used as noun modifiers*.

Correct: The Fundamental Index® fund outperforms cap-based indexes.

Incorrect: Fundamental Index® outperforms cap-based indexes.

*The term “Research Affiliates®” is a company name and can be used as a

proper noun.

2. Incorrect use of Trademarks – Trademarks cannot be used as a noun, plural,

possessive, verb or an abbreviation.

a. Noun

Correct: RAFI® strategies are receiving a lot of attention.

Incorrect: RAFI® is receiving a lot of attention.

b. Verb

Correct: The Fundamental Index® method is the wave of the future.

Incorrect: Fundamental indexing is the wave the future.

c. Plural

Correct: Fundamental Index® portfolios are in high demand.

Incorrect: Fundamental indexes are in high demand.

d. Possessive

Correct: The Fundamental Index® fund’s four metrics show greater returns.

Incorrect: The Fundamental Index’s four metrics show great returns.

e. Abbreviation

- 13 -

Correct: Fundamental Index® methodology uses a four metric approach to

indexing.

Incorrect: FI uses a four metric approach to indexing.

Fundamentals Weighted®

Correct: Fundamentals Weighted® indexes are becoming very popular.

Incorrect: Fundamentally weighted indexes are becoming very popular.

Research Affiliates Disclaimers – If a Research Affiliates trademark is used in a text, the

following text must be included at the end of the writing:

For prospectus and longer documents –

Research Affiliates has developed and may continue to develop proprietary

securities indexes created and weighted based on the patented and patent-

pending proprietary intellectual property of Research Affiliates, LLC, the

Fundamental Index® concept, the non-capitalization method for creating and

weighting of an index of securities, (US Patent Nos. 7,620,577; 7,747,502; and

7,792,719; Patent Pending Publ. Nos. US-2007-0055598-A1, US-2008-0288416-

A1, US-2010-0191628, US-2010-0262563, WO 2005/076812, WO 2007/078399

A2, WO 2008/118372, EPN 1733352, and HK1099110). “Fundamental Index®”

and/or “Research Affiliates Fundamental Index®” and/or “RAFI” and/or all other

RA trademarks, trade names, patented and patent-pending concepts are the

exclusive property of Research Affiliates, LLC.

For marketing materials –

“Fundamental Index®” and/or “Research Affiliates Fundamental Index®” and/or

“RAFI” and/or all other RA trademarks, trade names, patented and patent-

pending concepts are the exclusive property of Research Affiliates, LLC.

For short items such as an ad, e-card or webcast invite –

Under license from Research Affiliates, LLC.

All publicly available documents containing Research Affiliates trademarks or referencing

Research Affiliates intellectual property must be approved by our compliance department.

If the document is text heavy, it is useful to provide a modifiable version (such as in Word).

Please forward all materials and questions to Xxxxxxx Xxxxxx: xxxxxx@xxxxx.xxx,

x0.000.000.0000.

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LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of May ___, 2011 by and between Ascentia Capital Partners a Limited Liability Corp. located in Reno, NV (“LICENSEE”), and Research Affiliates, LLC, a California limited...

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