EXHIBIT B UNITIZED MANAGED ACCOUNTS

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1 EXHIBIT B UNITIZED MANAGED ACCOUNTS Plan Name: AGREEMENT Newport Trust Company ( Newport ) provides portfolio accounting services to facilitate the maintenance and trading of portfolios that are designed by UMA Manager. A Unitized Managed Account ( UMA ) is created for the portfolio. This account holds all of the assets selected by the UMA Manager and reviewed for operational feasibility by Newport, and it is represented by an artificial ticker symbol within the core plan account. Subject to liquidity restrictions noted in Section I, Article C of the terms below, the UMA is traded DCC&S for eligible plans. Please complete one Appendix B for each UMA the Plan will hold. 1. Plan Year End: 2. Newport Plan Account Number (to be completed by Newport): 3. Select UMA type: Advisor-Managed UMA (Mutual funds only; Managed by, and trades submitted by the UMA Manager) Model Allocation UMA (Various investments; Traded by Newport as directed by the UMA Manager to maintain the UMA s allocation, and if directed may automatically rebalance) TD Ameritrade Institutional (TDAI) Advisor Managed Portfolio (TDAI Advisor actively manages underlying portfolio assets on VEO. The underlying portfolio assets are held in custody at TDAI. Newport unitizes the portfolio and facilitates cash movement between the Plan and the portfolio s underlying asset account held at TDAI. Additional TDAI documentation is required.) Outside Broker/Dealer Managed Portfolio (Independent UMA Manager actively manages the underlying portfolio assets on outside broker/dealer platform. Outside broker/dealer provides trading and custody of portfolio assets. Newport settles trades and provides unitization.) 4. Name of Unitized Managed Account Portfolio ( UMA Portfolio ): 5. Anticipated Initial Funding 6. Assets Transfer Method: N/A (new UMA Portfolio) Cash In-Kind (please attach a list of assets for Verisight s operational feasibility review) Newport Group, Inc. all rights reserved

2 7. UMA Manager Information (a) UMA Manager Name: (b) UMA Manager Firm Name: (c) Street Address: (d) City, State, Zip: (e) Business telephone: (f) Fax number: (g) address: 8. UMA Portfolio Standing Purchase/Sale Allocation (complete for Model Allocation UMA only) Asset Name Asset Type (Mutual Fund, ETF, etc.) Ticker/Symbol Percentage I. Terms of Unitized Managed Account A. Creation and Maintenance of the UMA Portfolio 1. The Plan Sponsor has discretion over the investment and management of the cash and assets which will make up the portfolio of the UMA, and has delegated the performance of this discretionary duty to the UMA Manager named above. 2. The UMA Manager has provided Newport with a list of the securities to be held within the UMA Portfolio. Newport will review all investments to be held in the portfolio to insure operational feasibility. Newport renders no opinion as to the suitability of the investments for the inclusion in a retirement plan and does not select any investment. If Newport trades securities in the portfolio, the UMA Manager shall provide the UMA model allocation for the various securities. 3. The Plan Sponsor agrees that the UMA Portfolio shall maintain a minimum allocation of 3% in cash for liquidity purposes. The cash position shall be held in the TD Bank USA Money Market Deposit Account (FTCMMF). For an Advisor-Managed UMA Portfolio, the UMA Manager shall invest the cash and assets so that the UMA maintains the required cash position Newport Group, Inc. all rights reserved 2

3 4. The UMA Manager shall direct the rebalancing of the UMA Portfolio to maintain the asset allocation of the UMA Portfolio as separately agreed with the Plan Sponsor. For an Advisor-Managed UMA, the UMA Manager will submit trades of the underlying securities in the portfolio to Newport either through a file upload or approved manual trade form/worksheet. For a Model Allocation UMA, the UMA Manager will direct Newport on the frequency and timing of rebalancing the portfolio, as delineated in Section III. 5. Newport shall measure each participant s proportional interest in the UMA in units of participation, rather than shares of or interests in any of the underlying investments of the UMA. Such units shall represent a proportionate interest in all of the assets of the UMA, including but not limited to cash and cash alternatives and, at times, receivables and payables (e.g., receivables and payables arising out of unsettled stock trades). Newport shall determine the net asset value ( NAV ) for each outstanding unit of the UMA. 6. Newport shall determine the NAV daily. The NAV of the UMA units shall be calculated by dividing the total net assets in the UMA by the total number of the UMA units outstanding. Valuation of the UMA Portfolio shall be based upon the publicly quoted prices obtained directly from mutual funds, transfer agents or third-party pricing vendors. The NAV shall reflect gains or losses realized on sales of such securities, appreciation or depreciation in the value of those securities owned by the UMA, dividends paid on securities owned by the UMA, interest on the money market account balance held by the UMA, payables and receivables for pending securities trades, receivables for dividends not yet distributed, payables for other expenses of the UMA, including principal obligations, if any, and expenses that, pursuant to directions from the Plan Sponsor or the UMA Manager, Newport accrues or pays from the UMA. 7. The Plan Sponsor agrees that the UMA shall be available only to the Plan associated with the trust agreement entered into between the Plan Sponsor and Newport (the Agreement ), and the Plan Sponsor further agrees that the UMA shall not be made available for investment of any other retirement plan assets. 8. The Plan Sponsor or the UMA Manager, if the Plan Sponsor so directs, shall hold, exercise, and be solely for all voting, tender and other rights appurtenant to the investments held in the UMA. 9. The Plan Sponsor directs Newport to close the UMA to redemptions or purchases of units, as applicable, on any day on which trading in the UMA has been discontinued by the Plan Sponsor or UMA Manager, or substantial purchase or sale orders of underlying securities are outstanding and cannot be executed. 10. In consideration for Verisight s provision of the UMA, Newport shall assess an annual fee as provided for in the Fee Schedule. B. Fees Accrued for the UMA The Plan Sponsor directs Newport to accrue the following expense(s) in its determination of the NAV each day: 1. UMA Manager Fee (select only one) Asset Value Fee: basis points on UMA assets Annual Fee: $ Newport shall remit the fee directly to the UMA Manager per the frequency indicated below: Quarterly, on (mm/dd) (mm/dd) (mm/dd) (mm/dd) Annually, on (mm/dd) 2. Newport UMA Fee Please check the box below if the Plan Sponsor wishes for the fee to be accrued to the UMA. If not selected, the UMA fees will be included on the Plan s quarterly invoice. The applicable annual fee will be prorated and Newport may withdraw from the UMA the fee that has accrued on the last day of each calendar quarter Newport Group, Inc. all rights reserved 3

4 C. Trading UMA Units and Securities in the Portfolio 1. Subject to restrictions articulated below, all purchase and redemptions (including transfers between the UMA and other investment options in the Plan) shall be made within a reasonable time after Newport receives a valid trade restriction from the Plan s Third Party Administrator/Recordkeeper ( TPA ). 2. As with other Plan assets, purchases or exchanges from other DCC&S-eligible funds into the UMA depend upon the requested trade amount being available in cash or in the fund being sold. 3. UMA unit activity is factored into the rebalancing of the UMA Portfolio in which a stock trade is calculated. The minimum stock trade amount for equities within a UMA Portfolio is $1,000. Stock trades for less than $1,000 will not be executed until the calculated stock trade is equal to or in excess of $1, Redemptions of UMA units (including transfers from the UMA into other investment options within the Plan) depend upon the UMA Portfolio s Daily Available Liquidity for that day. (a) Daily Available Liquidity shall mean: The cash amount held within the UMA Portfolio, decreased by any outgoing cash for expenses then due and/or any obligations for pending purchases of securities within the UMA, increased by incoming cash (e.g. for the purchase of UMA units). (b) In the event that the requested net redemptions from the UMA exceed the Daily Available Liquidity, then Newport shall reject the redemption of the UMA units and notify the TPA the following day. i. For Advisor-Managed portfolios, Newport shall notify the UMA Manager at the same time as the TPA, and the UMA Manager shall then submit trades (either through a file upload or with an approved manual trade form/worksheet) to Newport to sell securities within the UMA to fulfill the redemption request and provide the necessary three percent cash allocation. By the same means, the UMA Manager shall subsequently submit trades to restore the portfolio to the asset allocation, as separately agreed within the Plan Sponsor. ii. For Model Allocation portfolios, Newport shall sell the securities within the UMA, in proportion to the target allocation of the UMA, in order to raise enough cash to fulfill the redemption request and provide the required three percent cash allocation. (c) In an instance in which the Daily Available Liquidity within the UMA Portfolio is not sufficient to satisfy net redemption of the UMA units, the Plan Sponsor and UMA Manager understand and agree that execution and the settlement time frames for the underlying securities being traded within the UMA Portfolio. II. Disclosure The Plan Sponsor agrees and warrants that it shall provide, or cause to be provided, to the Plan participants, all necessary disclosures, including but not limited to explanations regarding: (1) how the per-unit NAV of the UMA is calculated and adjusted; (2) situations where requested redemptions or exchanges will not occur (or will be delayed) due to insufficient liquidity in the UMA; (3) the impact of any applicable thinly-traded security upon the UMA; (4) the timing of the UMA Portfolio rebalancing; (5) the procedures associated with matching contributions and distributions, in-kind or otherwise; and (6) the fees associated with the UMA. III. Instruction to Newport to Rebalance the Portfolio (Model Allocation UMA Only) For a Model Allocation UMA Portfolio, Newport shall allocate all participant-directed activity of UMA units in accordance with the targeted portfolio allocations submitted by the UMA Manager. Purchases or redemptions of UMA units result in corresponding purchases or redemptions of portfolio assets in proportion to the target asset allocation. Additionally, on either a quarterly or annual basis, the Plan Sponsor, or UMA Manager, directs Newport to rebalance the entire UMA Portfolio to return to the asset allocation, as specified below: Quarterly, on Annually, on (mm/dd) (mm/dd) (mm/dd) (mm/dd) (mm/dd) Newport Group, Inc. all rights reserved

5 The minimum trade amount for equities in a UMA Portfolio is $1,000. Thus, if the UMA purchases or redemptions of a stock would result in a securities trade of less than $1,000, then the rebalancing trade shall not be executed, and the portfolio shall not be rebalanced until there is a trade of UMA units which will result in a stock trade equal to or in excess of $1,000. A. Definitions IV. NAV Error Correction Policy & Procedures For purposes of this section, the following terms shall apply: 1. NAV Error means one or more errors in the computation of NAV which, when considered cumulatively, results in a difference between the originally computed NAV and the corrected NAV of at least $0.010 per unit. This computation is based upon the actual difference in computed NAV before any rounding is applied. This computation may be affected by rounding. For example, any error that results in a $0.015 per-unit difference may result in a per-unit NAV Error of either $0.01 or $0.02 on a given day. 2. NAV Error Period means the period comprising those days during which a NAV Error existed. 3. UMA Portfolio Loss means a situation where a UMA has either paid excessive redemption proceeds or units as a result of a NAV Error that is an overstatement of NAV, or received insufficient subscription proceeds or units, as s result of a NAV Error that is an understatement of NAV. When a UMA Loss occurs, the individual unit holders, effecting transactions receive a corresponding benefit. 4. UMA Portfolio Benefit means a situation where a UMA has either paid insufficient redemption proceeds or units as a result of an understatement of NAV, or received excessive subscription proceeds or units, as a result of an overstatement of NAV. When a UMA Benefit occurs, the individual unit holders effecting transactions suffer a corresponding loss (a Unit Holder Loss ) B. Correction Procedures 1. In the event of a NAV Error, Newport shall calculate a revised NAV and the UMA Portfolio Loss or UMA Portfolio Benefit amount for the NAV Error Period. 2. If the UMA Portfolio Loss amount exceeds one basis point (0.01%) of the UMA s NAV, the UMA Portfolio shall be reimbursed for the loss. The recovery of the UMA Portfolio Loss may come from the gain the Plan account received. For a UMA Portfolio Benefit, no action will be taken; however, Plan account activity will be analyzed for any potential corrections per the procedure below. 3. If a per unit NAV Error is less than one whole penny of the originally computed per-unit NAV, the gain or loss resulting from such NAV Error will be absorbed by the UMA Portfolio and no Plan account or unit holder account adjustments shall be made. 4. If the per unity NAV Error equals or exceeds one whole penny of the originally computed per-unit NAV, Newport shall reflect a corresponding reverse and re-book of the affected UMA subscription or redemption in the Plan s account using the corrected NAV, and: (a) Given the cost and effort, as well as other considerations associated with the reprocessing of Plan account transactions, when determining whether correction of a Plan account should be made, a minimum loss threshold of $50 per trade will be established; (b) The UMA Portfolio should pay to the Plan account any additional redemption proceeds owed and either refund excess subscription monies paid or reverse and re-book the transaction to credit the account back the erroneous units purchased. 5. In the case of an error that fluctuates above and below one whole penny, Plan account adjustments should be effected for those days where the error was equal to or exceeded one whole penny. With respect to the remaining days, the UMA level process described above may be applied. 6. The process described above is intended to be a comprehensive analysis encompassing all discovered errors. Discovery of any subsequent error which affects a previously corrected error should be analyzed in isolation without taking into consideration the previously corrected errors Newport Group, Inc. all rights reserved 5

6 7. Newport would not be considered the responsible party of a NAV Error if a corporate action or dividend announcement is not widely publicized or made available to recognized industry sources, resulting in an under-accrual and NAV Error. C. Operational Considerations In the case of a NAV Error identified per the NAV Error correction procedures described above. Newport will communicate such to affected Plans, recordkeepers, or administrators as appropriate. Newport will also provide an analysis showing the approximate impact of the NAV break to the UMA and its unit holders. Newport shall take corrective action with respect to such NAV Error according to the procedures outlined above. The Plan Sponsor shall be responsible for determining and taking the appropriate course of action with respect to any affected participants and shall communicate such to Newport. V. Acknowledgements and Signatures The Plan Sponsor and/or Plan Administrator, the UMA Manager and Newport (collectively, the Parties ) acknowledge the following: 1. This Appendix B is incorporated into the Agreement and is acknowledged by the Plan Sponsor and the Plan Administrator as being part of the Agreement. 2. By the execution below, the Parties agree to the terms of this Agreement, including but not limited to the foregoing acknowledgments and the elections set forth in this Appendix B. 3. The Parties acknowledge and agree to be bound by any elections made until such time as such elections are modified after proper notification to all Parties. 4. The Plan Sponsor acknowledges and agrees that it will disclose the revenue arrangement to the Plan participants to the extent required by applicable law. 5. If the Plan Sponsor also acts as the Plan Administrator, only one signature is required, applied in either signature block. This Appendix B is effective as of. PLAN SPONSOR PLAN ADMINISTRATOR UMA MANAGER NEWPORT TRUST COMPANY Newport Group, Inc. all rights reserved