Client Service Agreement

For Retirement Plan Participants

Last updated: 5/13/2019

Participant that retains ProNvest for management services hereby agrees to the terms of this investment advisory agreement “Agreement”) set forth below:

1. Services of ProNvest. ProNvest, Inc. (‘ProNvest”) will provide the following services:

(A)       ProNvest will purchase and sell assets for the participant’s Account on the basis of the recommended asset allocation and fund selection without further notice to or approval by the participant. ProNvest will communicate (i) without change the Independent Adviser’s recommended asset allocation and fund selection to the participant and (ii) purchase and sell decisions to the Plan platform provider regarding specific securities for each asset class based on the recommended asset allocation and fund selection.  The participant understands and acknowledges that the Independent Adviser may recommend and ProNvest may communicate investment advice to other clients that differs from the investment advice communicated to the participant.

(B)        ProNvest will arrange for an unaffiliated investment adviser (“Independent Adviser”) registered under the Investment Advisers Act of 1940 (“Advisers Act”) to provide the investment advice described below with respect to the securities available for the participant’s account (“Account”) under the retirement or deferred compensation program (“Plan”) for which the Plan sponsor has made this Agreement available.  ProNvest may from time to time change the Independent Adviser without advance notification to or approval by the participant.  The name of and information about the current Independent Adviser is available upon request.

(C)        ProNvest will compensate the Independent Adviser for its services under this Agreement; The participant will not be responsible to directly pay any fee to the Independent Adviser.

2. Services of the Independent Adviser. The Independent Adviser will make and, from time to time, update or rebalance a recommended asset allocation for the participant’s Account, from among several model strategies developed and maintained by the Independent Adviser, based on personal and financial information the participant provides via a web-based retirement planner; except that the Independent Adviser will not provide advice about investment of the participant’s Account in any company stock investments made available under the Plan.  Should the participant not complete the Retirement Planner within the next thirty (30) days, The Independent Adviser shall implement the following Alternatives (i) the Strategy Alternative recommended under the Retirement Planning Portal on the basis of Employee information made available to ProNvest from the records of the Retirement Plan, or, if such information is insufficient to formulate such a recommendation, (ii).  You will be invested in a Moderate Strategy based upon your age. A portfolio description for the designated managed account describing the investment objectives, risk and return characteristics, and fees and expenses is available within the Retirement Portal.

3. Information Provided by The Participant.
The participant agrees that all personal and financial information that the participant provides through the Retirement Portal is true and correct and may be relied upon by ProNvest and the Independent Adviser in providing services under this Agreement.  The participant agrees to promptly inform ProNvest of any material change in their circumstances, or in any of the information the participant has previously provided ProNvest, that might affect the manner in which their Account should be invested (including, but not limited to, changes to their financial circumstances, investment objectives, or risk tolerance).

4. Power of Attorney. The participant agrees and hereby instructs that purchase and sale decisions for the securities in which the participant’s account is invested will be communicated by ProNvest to the Plan platform provider based on the asset allocation recommended by the Independent Adviser, and effected on a discretionary basis without an obligation to first consult with or to notify the participant. The participant hereby appoints ProNvest as their agent and attorney-in-fact with full power and authority to act for and on behalf of the participant to communicate purchase and sale decisions recommended by the Independent Adviser to the Plan platform provider, to be executed without seeking their permission beforehand.  No cash or securities or any property will be paid or delivered to ProNvest, except fees as hereafter provided.  This power of attorney will continue until this Agreement is terminated as provided below or ProNvest has actual receipt of notice of the participant’s death or judicially determined incompetence.

5. No Other Responsibilities. ProNvest and the Independent Adviser have no responsibility with respect to the Plan and the participant’s Account other than those expressly stated in this Agreement, and in particular have no responsibility with respect to the selection of the securities made available by the Plan sponsor for investment by their Account, or the voting of proxies for or determination on any other legal matter with respect to the securities in which their Account is or was invested.  Securities in the participant’s Account will be held by the Plan trustee or custodian or, in the case of insurance contracts, the issuer of those contracts.  The Plan platform provider will provide the participant with periodic statements that set forth the securities and cash positions in their Account and the transactions in their Account during the applicable period.

6. Acknowledgment of Costs and Risks. The participant acknowledges the investment approach, risk factors and fees and costs associated with the investment of the securities in their Account.  The participant acknowledges that the funds made available by the Plan sponsor for investment by their Account and recommended by the Independent Adviser are not insured or guaranteed by the United States government or any agency thereof, or by any state or agency thereof, and may decline in value. Realizing that fluctuations occur in the prices of securities, the participant understands and agrees that ProNvest, the Independent Adviser, and their directors, officers, stockholders, employees and agents will not be liable for any loss in market value of the securities in their Account resulting from ProNvest’s or the Independent Adviser’s services hereunder, whether due to error of judgment or otherwise, except as provided under state and federal securities laws and regulations or the Employee Retirement Income Security Act of 1974 (“ERISA”), as applicable.

7. Withdrawals from Account. The participant understands and acknowledges that withdrawing amounts from the Plan may impair achievement of their investment objectives.  The participant will notify ProNvest of any withdrawals they make from their Account.  ProNvest and the Independent Adviser will have no duty, obligation or right to advise with respect to or inquire about any such withdrawals.

8. Legal Status. (A) ProNvest and the Independent Adviser each is an investment adviser registered with the Securities and Exchange Commission under the Advisers Act.  To the extent the Plan is subject to ERISA or Section 4975 of the Internal Revenue Code:
(i) ProNvest acknowledges that it is a fiduciary with respect to the appointment of the Independent Adviser under this Agreement; and
(ii)  The Independent Adviser acknowledges that it is a fiduciary with respect to the investment advice it provides under this Agreement.
(B) Recommendations will be implemented pursuant to advice provided by the Independent Adviser and not as a result of ProNvest’s exercise of discretionary authority, control or responsibility. (C) The participant understands that the relationship between ProNvest and the Independent Adviser is that of independent contractors.  The parties agree that the Independent Adviser is a third party beneficiary of this Agreement, and that their agreements hereunder in respect of the Independent Adviser are binding on and legally enforceable by the Independent Adviser against each participant.

9. Fees. For its services under this Agreement, ProNvest will charge fees quarterly based on the fair market value of the securities in the participants account on the last business day of the quarter. If this agreement commences at any time other than at the beginning of a quarterly period, the initial quarterly fee will be prorated to the end of such first quarterly period. The participant will receive a notice showing the amount of the fee assessed for each applicable period.  The participant hereby authorizes the Plan platform provider to deduct from their Account the fee for each period as calculated by ProNvest and remit it to ProNvest.  The participant acknowledges that they may be required to pay and/or their Account may be charged other fees, such as brokerage and custodial fees, which are in addition to those charged under this Agreement.  ProNvest will be responsible for compensating the Independent Adviser; The participant will not be required to pay any additional fees to the Independent Adviser.

10. Form ADV. You hereby acknowledge that ProNvest’s ADV Brochure and the Independent Adviser’s Form ADV Brochure have been furnished to You (A) in electronic format on the Retirement Portal or (B) if You do not have access to the Retirement Portal, you may request in written form.