H.O. Use Only SLC/OFAC D.H. HILL WEALTH ADVISOR SOLUTIONS D.H. HILL CONNECT INVESTMENT MANAGEMENT AGREEMENT (IAR DISCRETIONARY NON-WRAP ACCOUNT)

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1 D.H. HILL WEALTH ADVISOR SOLUTIONS D.H. HILL CONNECT INVESTMENT MANAGEMENT AGREEMENT (IAR DISCRETIONARY NON-WRAP ACCOUNT) H.O. Use Only SLC/OFAC Rcvd: By: ( )Check # ( )Transfer Amount ($) Mailed/OVN On: To: This Investment Management Agreement (the Agreement ) executed effective as of,, is entered into by and between (the "Client"), ( IA Representative ), and D.H. Hill Advisors, Inc. ("Advisor"), a registered investment advisor (RIA) located at 1534 Green Oak Place, Suite 100 Kingwood, TX In consideration of the mutual covenants and agreements contained herein, Client hereby retains Advisor to provide investment advisory services to Client and the parties hereto agree as follows: 1. Account Management. The Client is opening a discretionary advisory account (the "Account") with Advisor. The Client authorizes Advisor to buy, sell, or otherwise trade securities or other investments in the Account without discussing the transactions with the Client in advance. Such investments may include, but are not limited to, common or preferred stock, convertible stocks or bonds, mutual funds, exchange traded funds, options, warrants, rights, corporate, municipal, or government bonds, and government notes or bills. The Client also authorizes Advisor to take all necessary action to open and maintain the Account. This grant of discretion shall remain in full force and effect until terminated by Client or Advisor pursuant to Section 20 of this Agreement, or until Advisor receives notice of Client s death. The termination of this grant of discretion shall constitute a termination of this Agreement. If, in the event of Client s death, Advisor acts in good faith pursuant to this grant of discretion without actual knowledge of Client s death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on Client s successors in interest. The Advisor will never have the authority to withdraw the assets in the Accounts or to transfer them to third parties without the prior written consent of the Client. The Client may make additions to and withdrawals from the Account. However, the Client agrees that at least five (5) business days prior to effecting a withdrawal of assets from any Account, the Client will provide the Advisor with written notice of its intent to effectuate the withdrawal. In the event the Client has more than one Account managed by the Advisor, the Client hereby authorizes the Advisor, whenever in the Advisor s absolute discretion the Advisor deems it appropriate, to transfer between any of the Accounts any amount of excess funds, equities, securities or other property. Such transfers may be used by the Advisor to satisfy in full any indebtedness in any of the Accounts; provided the Advisor sends a written confirmation of the transfer to the Client within a reasonable time after such transfer. Notwithstanding anything contained herein to the contrary, Client understands and hereby acknowledges that although both the Advisor and the IA Representative have discretionary authority over the Account, all investment decisions regarding the Account shall be made by the IA Representative named above for Client Account based on client s risk tolerance and stated objectives per the attached Investment Policy Statement (IPS). The initial Account assets are listed on and will be managed in accordance with the terms as specified in the IPS attached hereto. Further, it is the IA Representative s responsibility to periodically contact and meet with the Client and review the Client s Account and obtain any updated information. 2. Verification of Information. The Client represents and warrants to the Advisor that all information furnished to the Advisor in connection with the opening of the Account and all documents supplied by the Client in this regard, including financial statements, are true, complete and correct. The Advisor is entitled to rely on this information until the Advisor receives written notice of any change. The Client agrees to promptly notify Advisor of any significant change in the information provided by the Client or of any other significant change in Client s financial circumstances or investment objectives that might affect the manner in which the Client s Account should be invested and agrees to provide Advisor with such additional information as Advisor may request from time to time to assist in the management of the Account. Client agrees to hold Advisor harmless from any damages resulting from advice or selected investments if Client s circumstances and/or objectives change since the rendering of such advice or the choosing of said investments or resulting from material facts about Client s situation which were not disclosed to Advisor. The Client further agrees to consult with Advisor at least annually to provide updated information, if any, about the Client's financial circumstances and investment objectives. As part of this Agreement, the Client 1

2 understands that an investigation may be made pertaining to the Client s credit standing and account. If such investigation is conducted, the Client understands that the Client has the right to make a written request within a reasonable period of time, for a complete and accurate disclosure of the nature and scope of such investigation. 3. Selecting a Broker. Client has directed or will direct Advisor in writing to use a particular broker (the Designated Broker ) to execute all transactions for Client s Account. In this case, Advisor will not seek better execution services or prices from other brokers or dealers but may batch Client transactions for execution through the Designated Broker with orders for other accounts managed by Advisor. As a result, Client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices on transactions for the Account than would otherwise be the case, and commission rates will vary among Advisor s clients. Transactions for each client account may be effected independently unless Advisor decides to purchase or sell the same securities for several clients through the Designated Broker at approximately the same time. Advisor is not obligated to combine or batch such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Advisor s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and will be allocated among Advisor s clients in proportion to the purchase and sale orders placed for each client account on any given day. If Advisor cannot obtain execution of all the combined orders at prices or for transactions costs that Advisor believes are desirable, Advisor will allocate the securities Advisor does buy or sell as part of the combined orders by following Advisor s order allocation procedures. Client authorizes and directs Advisor to instruct the Designated Broker to forward confirmations of those transactions to Advisor. If Client wishes, Advisor will instruct the brokers and dealers that execute orders for Client's account to send Client all transaction confirmations or Client may choose not to receive confirmations and instead rely on Client's quarterly statements from the Designated Broker or the custodian (if applicable) and the statements Advisor provides, to keep informed of the status of Client's account. Advisor may give a copy of this Agreement to any broker, dealer or other party to a transaction for the Account, or a custodian as evidence of Advisor s authority to act for Client. If the Account is maintained on behalf of a plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or similar government regulation, Client represents that the Designated Broker is capable of providing best execution for the Account's brokerage transactions, and that the commission rates that Client negotiated are reasonable in relation to the brokerage and other services received by the plan. Client will monitor the services provided by the Designated Broker to assure that the plan continues to receive best execution and pays reasonable commissions. Client represents that the use of the Designated Broker is for the exclusive benefit of the plan. 4. Custody. The Client has appointed or will appoint a custodian (the "Custodian") to take possession of the cash, securities, and other assets in the Account. Each Account will be held by the Custodian in the name of the Client. The Advisor will provide investment advisory services with regard to the assets in the Account as described in section 1 of this Agreement. Advisor will have no access to the assets in the Account or to the income produced therefrom and will have no liability for any acts or omissions, or for the solvency or insolvency, of the Custodian. The Client has directed or will direct the Custodian to send a statement at least quarterly indicating all amounts disbursed from the Account (including the amount of any fees paid to Advisor), all transactions occurring in the Account during the period covered by the statement, and a summary of the Account positions and portfolio value at the end of the period. The Client has directed or will direct the Custodian to send copies of the Account statements to Advisor, along with an indication that the statements have been sent to the Client. 5. Reporting. Advisor will make available to the Client a quarterly Account statement which includes a portfolio statement of current holdings. 6. Fees. a. Payment. The Annual Advisory Fee ( Fee ) will be charged per the attached IPS. In any partial period, the Fee, if charged in advance, will be refunded pro-rated based on the number of days that the Account was open during the period. Client understands that Account assets, including cash and cash equivalents, and funds invested in shares of mutual funds or other investment companies ( funds ) will be included in calculating the value of the Account for purposes of 2

3 computing the Fee and the same assets will also be subject to additional advisory and other fees and expenses, as set forth in the prospectuses of those funds, paid by the funds but ultimately borne by the Client. With respect to third-party money managers and/or Advisors in-house offering, the Fee charged will be all inclusive and include both Advisors Fee and any advisory fees charged by the designated manager, platform fees and custodian costs, unless otherwise stated in a separate agreement executed by Client. b. Additions and Withdrawals. The Client may make additions to the Account at any time, subject to Advisor's right to terminate an Account that falls below the minimum Account size. Additional assets received into the Account after it is opened will be charged a pro rata Fee. The Client may withdraw Account assets upon notice to the Advisor, subject to the usual and customary securities settlement procedures, and to the extent third-party money managers are utilized, any restriction that they may impose with respect to the Assets managed. Pro rata Fee adjustments will be made for any additions or withdrawals made within a billing period or if the Account is closed within a billing period. Advisor will impose no start-up, closing, or penalty fees in connection with the Account. c. Payment Method. Advisor has authorized, Belpointe Asset Management (the Sub-Adviser) to invoice the Designated Broker or the Custodian directly for the Annual Advisory Fee at the beginning of each period per the attached IPS. A copy of Advisor s bill will be made available to the Client as requested in writing by the Client. The Client agrees to instruct the Designated Broker or the Custodian to pay such Fees directly to Sub-Adviser for payment to Adviser. d. Changes to Fee. The Client understands and agrees that the Fee set forth in the attached IPS shall continue until 30 days after Advisor has notified the Client in writing of any change in the amount of the Fee applicable to the Account. At such time, the new Fee will become effective unless the Client notifies Advisor in writing that the Account is to be closed. e. Transaction Costs and Other Charges. The Client will be solely responsible for payment of all transaction costs incurred relating to the purchase and sale of securities under this Agreement and for any charge relating to the custody of securities in the Account. A ten ($10) dollar per quarter Orion Advisors account fee, unless waived by Advisor and/or covered by IA Representative, will be charged to Client Account. Such costs are not included as part of the Fee. The Fee covers only the investment management services provided by Advisor and does not include brokerage commissions, mark-ups and mark-downs, dealer spreads or other costs associated with the purchase and sale of securities, custodian fees, interest, taxes, or other Account expenses. Client shall be solely responsible for these additional expenses. Client understands that, in addition to the Fee paid to Advisor pursuant to this Agreement, each mutual fund in which Client may invest pursuant to this Agreement also bears its own investment advisory fees and other expenses which are disclosed in each funds prospectus. Client further understands that the mutual funds recommended or purchased through this Agreement may be available directly from the funds pursuant to the terms of their prospectuses and without paying the Fee to Advisor. The Client hereby authorizes the Custodian to pay any commissions and other transaction costs directly from the Account upon settlement of the trades. The Client hereby agrees to indemnify and hold the Advisor, as well as any of its officers, directors, shareholders, affiliates, general partners, employees, agents and trustees, harmless from charges incurred by the Advisor on the Client s behalf and to pay the Custodian promptly on demand, for any and all losses arising with respect to the Account or debit balances due thereon. 7. Non-exclusive Relationship. The Client acknowledges and agrees that Advisor may act as an investment advisor to other clients and receive fees for such services. The advice given and the actions taken with respect to such clients and Advisor's own account may differ from advice given or the timing and nature of action taken with respect to the Client's account. The Client further recognizes that transactions in a specific security may not be accomplished for all client accounts at the same time or at the same price. The Client also acknowledges that in managing the Account, Advisor may purchase or sell securities in which Advisor, its officers, directors, or employees, directly or indirectly, have or may acquire a position or interest. 8. Minimum Account Size. The minimum size for the Account is $25,000 unless an exception is approved by the Advisor prior to account opening. Client recognizes and acknowledges that custodian and/or selected managed account platform offerings have stated account minimum charges which may be greater than the agreed upon total advisory fees disclosed in the Advisors fee agreement. 9. Representations. a. Advisor represents that it is registered as an investment advisor pursuant to the laws of any state(s) in which it does business (unless a valid applicable exemption from registration exists) and is authorized and empowered to enter into this Agreement. 3

4 b. The Client represents and confirms that: (1) the Client has full power and authority to enter into this Agreement, (2) the terms hereof do not violate any obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise; and (3) this Agreement has been duly authorized and will be binding according to its terms. c. If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the services to be provided by Advisor are within the scope of the services and investments authorized by the governing instruments of, and/or laws and regulations applicable to, the Client and that such trustee or fiduciary is duly authorized to enter into and renew this Agreement. The trustee or fiduciary shall provide Advisor with copies of the governing instruments authorizing establishment of the Account. The trustee or fiduciary undertakes to advise Advisor of any material change in his or her authority or the propriety of maintaining the Account. 10. ERISA Accounts. If the Account is subject to the provisions of ERISA or corresponding provisions of the Internal Revenue Code, as amended ( IRC ), Advisor acknowledges that it is a "fiduciary" (as defined in ERISA and the IRC respectively) with respect to performing its duties under this Agreement. The Client agrees to maintain appropriate ERISA bonding for the Account and to include within the coverage of the bond the Advisor and its personnel as may be required by law. The Client represents that employment of Advisor, and any instructions that have been given to Advisor with regard to the Account, are consistent with applicable plan and trust documents. The Client agrees to furnish Advisor with copies of such governing documents. The person signing this Agreement on behalf of the Client also acknowledges its status as a "named fiduciary" (as defined in ERISA and the IRC respectively) with respect to the control and management of the assets held in the Account, and agrees to notify Advisor promptly of any change in the identity of the named fiduciary with respect to the Account. The Client also acknowledges that the Account is only a part of the plan's assets, and that Advisor is not responsible for overall compliance of such investments with the requirements of ERISA or any other governing law or documents. 11. Risk. Advisor does not guarantee the future performance of the Account or any specific level of performance, the success of any investment decision or strategy that Advisor may use, or the success of Advisor s overall management of the Account. Client understands that investment decisions made for Client s Account by Advisor are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Advisor will provide advice only with respect to the securities, cash, and other investments held in Client s Account and, in making recommendations with respect to the Account, Advisor will not consider any other securities, cash, or other investments owned by Client. The Client recognizes that there may be loss or depreciation of the value of any investment due to the fluctuation of market values. The Client represents that no party to this Agreement has made any guarantee, either oral or written, that the Client's investment objectives will be achieved. Advisor shall not be liable for any error in judgment and/or for any investment losses in the Account in the absence of malfeasance, negligence, or violation of applicable law. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and therefore nothing in this Agreement shall constitute a waiver or limitation of any rights which the Client may have under applicable state or federal law, including without limitation the state and federal securities laws. 12. Legal Proceedings. Advisor shall have no obligation to render advice or take any action with respect to securities or other investments, or the issuers thereof, which become subject to any legal proceedings, including bankruptcies. Client hereby expressly retains the right and obligation to take such legal action relating to any such investments held in the Account. 13. Proxy Voting. Unless the parties otherwise agree in writing, Advisor shall have no obligation or authority to take any action or render any advice with respect to the voting of proxies solicited by or with respect to issuers of securities held in the Account. The Client (or the plan fiduciary in the case of an account subject to the provisions of ERISA) expressly retains the authority and responsibility for, and Advisor is expressly precluded from rendering any advice or taking any action with respect to, the voting of any such proxies. 14. Assignment. This Agreement cannot be assigned or transferred in any manner by any party without the written consent of all parties receiving or rendering services under this Agreement. 15. Notice. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by facsimile (with hard copy sent by U.S. mail), sent by overnight courier (postage prepaid), or three days after mailing by registered mail (first class postage 4

5 prepaid). All notices or communications to Advisor or Client should be sent to the respective addresses listed below or to such other address as shall be designated in writing by one party to the other party after the date of this Agreement. 16. Applicable Law. This Agreement will be interpreted under the laws of the state in which the client resides, without reference to principles of conflict of laws, provided that there is no inconsistency with federal laws. 17. Amendments. Advisor shall have the right to amend this Agreement by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment shall be effective 30 days after Advisor has notified the Client in writing of any change, or such later date as is established by Advisor. 18. Validity. If any part of this Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of this Agreement. 19. Confidential Relationship. All of the information and advice furnished by either party to the other under this Agreement, including their respective agents and employees, will be treated as confidential and will not be disclosed to third parties except as required by law. 20. Termination. This Agreement may be terminated by either party at any time for any reason without penalty by giving the other party 30 days advance written notice. Such termination shall not, however, affect liabilities or obligations incurred or arising from transactions initiated under this Agreement prior to such termination, including the provisions regarding arbitration which shall survive any expiration or termination of this Agreement. Upon termination, it is the Client's responsibility to monitor the securities in the Account, and Advisor will have no further obligation to act or advise with respect to those assets. If the Client terminates this Agreement within five business days of its signing, the Client will receive a full refund of all fees and expenses. 21. Disclosures. Client acknowledges receipt of all applicable Form ADV Part 2; a disclosure statement containing the equivalent information; or a disclosure statement containing at least the information required by Appendix 1 of Form ADV Part 2A, if the Client is entering into a wrap fee program sponsored by the Advisor. If the appropriate disclosure statement was not delivered to the Client at least 48 hours prior to the Client entering into any written or oral advisory contract with the Advisor, then the Client has the right to terminate the contract without penalty within five business days after entering into the contract. For the purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract, or, in the case of an oral contract, otherwise signified their acceptance, any other provisions of this contract notwithstanding. Advisor is committed to comply with U.S. statutory and regulatory requirements designed to combat money laundering and terrorist financing. The USA PATRIOT Act requires that certain financial institutions obtain certain identification documents or other information in order to comply with their customer identification procedures. Until Client provides Advisor with certain required information or documents, Advisor may not be able to enter into the advisory relationship described in the Agreement. 22. Privacy Document. Client acknowledges receipt of Advisor s Privacy Pledge and Notification. 23. Responsibility for Account Management. Notwithstanding anything contained herein to the contrary, the IA Representative, the Advisor, and, if applicable, the designated third-party often referred to as a sub-adviser shall have discretionary authority over the Account and the Client hereby authorizes same to buy, sell, or otherwise trade securities or other investments without discussing such transactions with the Client in advance. The Client understands and hereby acknowledges that all investment advice and recommendations, including but not limited to all investment decisions to buy or sell or otherwise effect securities transactions in the Account, shall be made solely by IA Representative and or the manager(s) selected and approved by Client and IA Representative named above. It is further understood and agreed that all communications regarding management of the Account shall be with the IA Representative and that it is the IA Representative s responsibility to periodically contact and/or meet with the Client to review the Account, obtain any updated information, and make any necessary changes pertaining to the management of the Account. If at any time, IA Representative is unable to perform agreed upon services Advisor can appoint another IA Representative to provide continuation of agreed upon services. 5

6 24. Arbitration. This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows: (A) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. (B) Arbitration awards are generally final and binding; a party s ability to have a court reverse or modify an arbitration award is very limited. (C) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. (D) The arbitrators do not have to explain the reason(s) for their award. (E) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (F) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. (G) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. I agree that all controversies that may arise between me and ADVISOR and/or any of ADVISOR s present or former officers, directors, employees, representatives, or agents, and their successors, assigns, and affiliates related to this Account, any transaction or the construction, performance or breach of this Agreement, whether arising before, on or after the date this Account is opened, shall be determined by arbitration in accordance with the rules then prevailing of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court of competent jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. The agreement to arbitrate does not entitle the Client to obtain arbitration of claims that would be barred by the relevant statute of limitations if such claims were brought in a court of competent jurisdiction. If at the time a demand for arbitration is made or an election or notice of intention to arbitrate is served, the claims sought to be arbitrated would have been barred by the relevant statute of limitations or other time bar, any party to this Agreement may assert the limitations as a bar to the arbitration by applying to any court of competent jurisdiction, and the Client expressly agrees that any issues relating to the application of a statute of limitations or other time bar, are referable to such a court. The failure to assert such bar by application to a court, however, shall not preclude its assertion before the arbitrators. Notwithstanding anything contained herein to the contrary, nothing herein shall be deemed to (i) limit or contradict the rules of any self-regulatory organization; (ii) limit the ability of a party to file any claim in arbitration; (iii) limit the ability of a party to file any claim in court permitted to be filed in court under the rules of the forums in which a claim may be filed under the Agreement; or (iv) limit the ability of arbitrators to make any award. Notwithstanding anything to the contrary contained in this Agreement, the Agreement to aribrate contained in this section shall not constitute a waiver of clients rights under state or federal securities laws. This arbitration provision is continuous and shall apply to and be deemed incorporated by reference into any and all agreements pertaining to any and all investments entered into with ADVISOR contemporaneously with or subsequent to the date of this Agreement. The provisions of this Agreement shall be continuous. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. This Agreement, all the terms herein, and all controversies described in Paragraph 5 shall be governed and construed in accordance with the laws of the state in which the client resides. 25. Headings. The headings in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. 26. Entire Agreement. This Agreement represents our entire understanding with regard to the matters specified herein. No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any party to any other party concerning the subject matter of this Agreement. 27. Electronic Delivery of Documents. Client agrees that delivery of information and documents shall be in a manner acceptable to *Short Adviser Name*, and Client agrees and acknowledges that delivery shall normally be via electronic means, including, but not limited to, an ed hyper-link to the address provided to *Short Adviser Name* by Client. Client hereby consents to such electronic delivery of all documents and information required pursuant to this Agreement, acknowledges that this form of electronic delivery constitutes delivery to Client of the information linked thereto or contained therein and agrees and acknowledges that: (i) Client s consent to electronic delivery means that Client will receive an that contains either a hyper-link that will connect Client to the relevant information on a particular web page of *Short Adviser Name* s web site 6

7 or the web site of a third party or an attachment, such as a PDF file or other document; (ii) Client has access to this media and the ability to print and/or download the information provided thereby; (iii) Client will update Client s electronic contact information immediately if Client s address changes; (iv) Client agrees to maintain a working and operational address, and maintain a computer system that is able to accept and incorporate then-current standards of communication; and (v) Client s consent to electronic delivery, as described herein, is valid until Client effectively revokes such consent. Occasional requests for paper documents will not trigger revocation. Client may revoke such consent to electronic delivery at any time by providing written notice to *Short Adviser Name*. 27. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but together shall constitute one and the same document. 28. LIMITATIONS OF LIABILITY AND INDEMNIFICATION. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, ADVISOR OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES ADVISOR TO DEAL FAIRLY AND TO ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON ADVISOR, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE; TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS; AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. (A). Client understands there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Advisor shall not have any liability for Client's failure to inform Advisor in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Advisor invests Client's Assets or to provide Advisor with any material information as to Client's financial status or objectives, as Advisor may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold Advisor and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement. [Signature Page Follows] * * * * * 7

8 All principals of Client must sign. Corporate officers, limited liability company members, partners, and fiduciaries must indicate the capacity in which they are acting. This Agreement may be executed in counterparts and shall be binding on the parties as if executed in one document. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE WHICH IS LOCATED ON PAGE 6 AT PARAGRAPH 24. CLIENT HEREBY ACKNOWLEDGES RECEIPT OF: (a) ADVISOR S FORM ADV, PART 2A OR SIMILAR DISCLOSURE DOCUMENT; (b) ADVISOR S PRIVACY PLEDGE AND NOTIFICATION; AND (c) A COPY OF THIS AGREEMENT. CLIENT ALSO ACKNOWLEDGES THAT CLIENT HAS REVIEWED AND UNDERSTANDS THE RISK FACTORS AND THE FEES ASSOCIATED WITH THE ACCOUNT. IN WITNESS, WHEREOF, the parties have duly executed this Agreement as of the date first set forth above. By signing below, each party acknowledges that it has received, read, understands, and agrees to be bound by and fulfill the obligations set forth in this Agreement. Client Signature Printed Name Address: Client Signature Printed Name Address: IA Representative Signature D. H. Hill Advisors, Inc. Office Use Only: Manager Signature 8

9 INVESTMENT POLICY STATEMENT (IPS) The purpose of the IPS is to set forth the objectives, policies, and guidelines that are to govern the investment of the assets of this Client Account. They are not to be constructed as absolutes, but rather as benchmarks for guidance to be interpreted in a thoughtful process by the Advisor and IA Representative. The Investment Policy should be reviewed at least annually to assure it serves the changing needs of Client(s). The following will assist us in establishing a clear understanding for all involved parties of the investment goals and objectives of Client assets, types of investment strategies available and projected fees: RISK TOLERANCE QUESTIONNAIRE Understanding your tolerance for investment risk relative to your investment return expectations is an important step in designing a portfolio. The questions that follow will help to develop your comfort level with investment risk and your ability to withstand it. They will also help us to analyze your day-to-day financial needs, your general investment style and your personal time horizon. 1. What is your investment horizon? More than 20 years (10) 15 to 20 years (8) 10 to 14 years (6) 5 to 9 years (4) Under 5 years (2) 2. For how long have you been investing in mutual funds or directly in stocks or bonds? More than 10 years (10) 5 to 10 years (8) 3 to 4 years (6) 1 to 2 years (4) Less than a year (2) 3. How many dependents do you have, including grown children and elderly parents, who depend on your financial assistance? None (10) 1-2 (8) 3-4 (6) 5 or more (2) 4. How do you expect your employment income will change over the next several years? I anticipate a steadily growing income. (10) I expect a fairly level income. (8) I anticipate my income will probably trend downward. (6) I fear I might lose my job or I plan to retire. (2) 5. How would you describe your financial "cushion" to meet unexpected emergencies? More than adequate. I have more than enough cash in a money-market fund or other short-term investments to meet my needs. I may even carry more insurance than I require. (7) Adequate. I have ample liquid assets. I have insurance and obligations are manageable. (5) Borderline. I have a modest amount of cash and some insurance. But I may need to dip into my investments or borrow in an emergency. (3) Inadequate. My reserves are insufficient at the present time. (1) [Questionnaire continued on next page] * * * * * 9

10 6. How important is a regular stream of investment income to you? Unimportant. My goal is to build up a nest egg over the long haul. (7) Somewhat important for peace of mind. I prefer a modest income from my portfolio even though I don't really need it. I simply feel more comfortable holding investments that generate cash. (5) Important. Investment income helps make ends meet, but I'm not totally dependent on it. (3) Highly important. Investment income provides for the majority of my needs. I want investments that produce cash on a highly predictable basis. (1) 7. Which statement best describes how you plan to add or subtract money from your investment portfolio in the near future? I expect to add a significant amount of cash regularly to my portfolio. (7) I think I can add only modest amounts of cash on an infrequent basis. (5) I do not plan to funnel any more money into my portfolio, but I don't anticipate making any withdrawals either. (3) I will withdrawal modest sums from my portfolio on a regular basis to help meet living expenses. (1) 8. Which statement best describes your knowledge about investing? Highly Knowledgeable. I have a very good understanding about how the stock and bond markets work, and I spend considerable time keeping up with financial happenings. (7) Somewhat Knowledgeable. I have a fair comprehension of investing, but I'd like to know more. (5) Minimal Knowledge. I don't know much about the financial world. (3) Neophyte. I know virtually nothing about investing and don't find the subject that interesting. (1) 9. Which of the following statements best describes your investment experience? Extensive. I have invested in a variety of vehicles including stocks, bonds, and mutual funds. I'm a do-ityourself investor. I have experienced a bear market or two. (10) Average. I have some experience in mutual funds and stocks. I do my own research but sometimes use the advice of others. (8) Limited. I have invested in mutual funds and a few stocks, but my expertise is limited and I rely on a financial professional to guide me. (6) Slight. I mostly stick with savings vehicles such as certificates of deposit, although recently I have begun to participate in a tax-deferred retirement plan through work. (4) Virtually none. I'm new to the area of investing. (2) 10. Which of the following statements best describes your investment philosophy? I like to keep up with fast-moving investments day to day. These include options, futures, initial public offerings, and volatile funds, and I like to invest using borrowed money. (7) I expect my investments to "beat the market." Money managers should have no trouble outperforming market benchmarks such as the Dow Jones Industrial Average, and I think I can do the same by buying individual stocks. (5) I recognize that it's very difficult to beat a broad market indicator such as the Standard & Poor's 500 index. I would be happy if my stock investments just matched the market over the long pull. (3) My philosophy is to "play it safe" with money-market funds, high-quality bond funds, certificates of deposit, and individual bonds. Stocks are not for me. (1) Risk Tolerance Score 10

11 Risk Tolerance Profiles Risk Tolerance Score Range Risk Tolerance Profile Asset Allocation Guideline 0-20 Conservative 80% Fixed Income/ 20% Equities Moderately Conservative 60% Fixed Income/ 40% Equities Moderate 40% Fixed Income/ 60% Equities Moderately Aggressive 20% Fixed Income/ 80% Equities Aggressive 0% Fixed Income/ 100% Equities Risk Tolerance Profile Descriptions Conservative seeks to minimize risk and loss of principal. Investor is willing to accept low returns for a higher degree of liquidity and/or stability. Moderately Conservative seeks principal preservation, but is comfortable accepting a small degree of risk and volatility for some appreciation and income generation. Investor is willing to accept below average returns and minimal losses to meet income and/or liquidity needs. Moderate seeks an average rate of return potential in exchange for taking an average amount of risk. Investor is willing to accept a short-term loss of principal for high long-term returns. Moderately Aggressive seeks an above average rate of return potential in exchange for taking above average amount of risk. Investor is willing to endure larger short-term losses of principal for higher long-term returns. Aggressive seeks the highest return potential in exchange for taking the highest amount of risk. Investor is willing to endure large, potentially permanent losses of principal for the highest long-term returns. There are no guarantees that the objectives within each risk classification will be met. INVESTMENT STYLES AND STRATEGY Various investment styles are provided through the D.H. Hill Managed Wealth platform. A specific investment strategy is determined for each client to focus on the specific client's goals and objectives as stated above. Each investment strategy will be implemented using either equities, mutual funds, exchange traded funds (ETFs), fixed income or a combination of the forementioned Investment Styles Strategic Asset Allocation - sets global target allocations and then periodically rebalances the portfolio back to those targets as investment returns skew the original asset allocation percentages. A buy and hold strategy, rather than an active trading approach. Strategic asset allocation targets may change over time as the client s goals and needs change and as the time horizon grows shorter. Normally implementecd with low-cost ETFs. Tactical Asset Allocation - allows for a range of percentages in each asset class (such as Stocks = 30-50%). Termed as a minimum and maximum acceptable percentage band, an investor is able to take advantage of market conditions within these parameters. Decreasing when unfavorable and increasing when favorable. Could be considerd a minor form of market timing. Market Timing Strategy - a strategy where the manager will try to identify the best times to be in the market and when to get out. Seeks to take advantage of stock market fluctuations by being invested based on the anticipated market direction. Clients should note that this strategy is considered an aggressive, higher-risk investment strategy. Only speculative (aggressive) clients should participate in a market timing strategy. 11

12 Modern Portfolio Theory (MPT) an approach to investing that derives a predetermined asset mix on the efficient frontier (dictated to achieve a specific client objective within a certain risk tolerance) and rebalancing with discipline. Portfolio is diversified across global asset classes to mitigate unnecessary risk. Investment Strategy IA Representative will be responsible for developing investment strategy for Client account based on stated risk profile and objectives. Some IA Representatives limit their advice to mutual funds while others will provide advice on a full range of securities that include equities, mutual funds, ETFs, fixed income and other types of investments. IA Representative may develop investment strategies that are generally applied across their client accounts or develop an individualized investment strategy for each client. Please select one of the below Risk Tolerance Profiles that Client Account will managed according to provided Asset Allocation Guidelines. Selected Risk Tolerance Profile should be based on client's risk tolerance and objectives as stated above: Select One Risk Tolerance Profile Asset Allocation Guideline Conservative 80% Fixed Income/ 20% Equities Moderately Conservative 60% Fixed Income/ 40% Equities Moderate 40% Fixed Income/ 60% Equities Moderately Aggressive 20% Fixed Income/ 80% Equities Aggressive 0% Fixed Income/ 100% Equities Account Size to be Managed: $ Investment Restrictions and Guidelines: No Restrictions/Guidelines Restrictions/Guidelines (Please describe below or attach separate statement) Client(s) to initial below if applicable: I/We understand that the investment risk associated with this account entails a higher level of risk than is indicated by my/our overall risk profile. I/we understand that the recommendation contributes to the overall balance of my/our portfolio and approve its inclusion. Please note as with all investments styles and strategies positive returns are not guaranteed. [Signature Page Follows] * * * * * 12

13 INVESTMENT ADVISORY FEES D.H. Hill Annual Administrative Fee: 0.25 % IA Representative Annual Fee: + % Total Annual Advisor Client Fee: = % The Annual Advisory Fee is charged on assets under management and includes the services of the IA Representative and D.H. Hill administrative services. Clients may incur certain charges imposed by third parties outside of D.H. Hill Advisors, Inc in connection with investments made through the account, including but not limited to, mutual fund 12b-1 fees and ETF expense ratios. The Annual Advisory Fee will be billed monthly in advance based on the previous month ending value. Fees will be deducted directly from client account(s). Client or Clients understand and agree to account management as stated in IPS and the Annual Advisory Fee: Client Signature Client Signature IA Representative Signature D. H. Hill Advisors, Inc. Office Use Only: Manager Signature ortant for us to capture a full picture of your investment risk profile. To get the most accurate picture of 13