This Retail Account and IRA Service Agreement (“Agreement”) sets forth the terms and conditions under which ProNvest, Inc.  (“ProNvest,” “we,” “our,” “us”), a registered investment advisor with the Securities and Exchange Commission (“SEC”)under the Investment Advisers Act of 1940, as amended (“Advisers Act”), provides investment advisory and management services (“Services”) to an owner (“Client”, “you,” “your”) of a retail brokerage account (“RA”) and /or an Individual Retirement Account (“IRA”).The RA and IRA are collectively referred to as your “Account”).                            

1. Description of Services.  

‍ProNvest provides advice, account management, and related services for your Account. We will arrange for an unaffiliated investment adviser (“Independent Adviser”)registered with the SEC under the Advisers Act to provide the investment advice described herein with respect to the securities available for your Account. ProNvest may, from time to time, change the Independent Adviser without advance notification to or approval by you. The name of and information about the current Independent Adviser is available upon request.    

The Independent Adviser will make and, from time to time, update or rebalance are commended asset allocation for your Account based on: (i) several model strategies developed and maintained by the Independent Adviser; and (ii)personal and financial information that you provide to us via a web-based retirement planner (“Retirement Planner”).          
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You must complete our setup process for the RA and/or IRA and provide the required information within the Retirement Planner before we can provide the Services to you. A portfolio description for the designated managed RA and/or IRA describing the investment objectives, risk and return characteristics, and fees and expenses is available within the Retirement Planner.
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We will purchase and sell assets for your Account on a discretionary basis and based on the personal and financial information you provide to us, and the Independent Advisor’s recommended asset allocation and fund selection as described above. Discretionary asset allocation means assets will be bought and sold for your Account without your approval of each trade. We will communicate (i) without change, the Independent Adviser’s recommended asset allocation and fund selection to you; and (ii)purchase and sell instructions to the independent custodian regarding specific securities for each asset class based on the recommended asset allocation and fund selection. You understand and acknowledge that the Independent Adviser may recommend, and we may communicate, investment advice to other clients that differs from the investment advice communicated to you. Your assets shall beheld by an independent custodian, and we will not accept possession of any assets in your Account. Your investment portfolio will be rebalanced to the target asset allocation at least once per quarter.  

You will have access to our team of professional retirement counselors and other investment and retirement planning resources, including our GAP analysis tools, account and market data, and support for your outside accounts.

     
2. Limited Power of Attorney. 

‍You appoint ProNvest to provide discretionary Account management and act as your agent and attorney-in-fact with limited power and authority to act for and on behalf of you to buy, sell, and otherwise effect investment transactions in the name of your Account, without an obligation for us to first consult with or to notify you. You further authorize us, upon your request or instruction, to deposit funds and assets into the RA and/or IRA, withdraw funds or assets from the RA and/or IRA, and initiate rollovers (for IRAs or other transfers of assets between accounts. No cash or securities or any property will be paid or delivered to us, except fees as provided in Section 5. This Limited Power of Attorney will continue until this Agreement is terminated as provided in Section 6 or we receive notice of Client’s death or judicially determined incompetence.      

3. Third-Party Account Information. 

‍You permit us to link to your third-party financial accounts to the extent necessary to enable your access to or use of the Services. These linked accounts allow us to access relevant information regarding your holdings and balances (“Third-Party Account Information”). Third-Party Account Information may include personally identifiable information, which we process and handle in accordance with our Privacy Policy. It is your responsibility to ensure the truth, accuracy, and completeness of your Third-Party Account Information. You agree that ProNvest will access your Third-Party Account Information as your agent and that ProNvest is not responsible for the Third-Party Account Information and your relationship with any third-party provider, which is governed by the agreement between you and such third-party provider.    

4. Your Responsibilities. 

‍We rely on the information you submit to us in order to provide you with our Services. You are solely responsible for: (i) providing true, accurate, and complete information; (ii) notifying us of any material change in your information or circumstance that might affect the manner in which your account should be invested (whether financial circumstance, investment objective, risk tolerance, or otherwise); and (iii) notifying us immediately if you have knowledge of or suspect any unauthorized use of your information.    

You are further responsible for determining the suitability of your investments and strategies. You understand that the Services are not a substitute for seeking more specific or personalized advice regarding the investments and strategy appropriate for your risk tolerance, financial circumstances, and objectives. You agree that all personal and financial information that you provide to us is true and correct and may be relied upon by us and the Independent Adviser in providing Services under this Agreement.        

You understand and acknowledge that withdrawing amounts from your Account may impair achievement of your investment objectives. You agree to promptly notify us of any withdrawals you make from your Account.  Neither we nor the Independent Adviser will have any duty, obligation, or right to advise with respect to or inquire about any such withdrawals. If you are a fiduciary establishing a RA, you acknowledge a duty to use the RA for the benefit  of the beneficiaries of any Trust, UTMA or UGMA, or other fiduciary account and not for yourself personally.

5. Fees. 

‍For our Services under this Agreement, we will charge fees quarterly at a rate of 0.125% of the fair market value of the securities in your Account on the last business day of the quarter. With respect to the quarter in which you first enter into this Agreement, the fee will be pro-rated based on the date that we first manage your Account. You will receive a notice showing the amount of the fee assessed for each applicable period for each Account. You authorize us to deduct and withdraw from your RA the fee for each period as calculated by us. You further authorize the independent custodian of your IRA to deduct from your IRA the fee for each period as calculated by us and remit it to us. You acknowledge that you may be required to pay and your Account may be charged other fees, such as brokerage and custodial fees, which are in addition to those charged under this Agreement.  We will be responsible for compensating the Independent Adviser; you will not be required to pay any additional fees to the Independent Adviser.    

6. Termination. 

‍You may terminate this Agreement as to the RA, IRA, or both at any time upon the provision of 5 days’ advance written notice by contacting us at 1-866-738-5125 or at support@pronvest.com.  If you terminate this Agreement, you will not be entitled to a refund of any fees already paid. We, in our sole discretion and for any reason, may immediately suspend or terminate this Agreement or your rights to access or use your Account at any time and upon notice to you. Reasons for termination may include but are not limited toour belief that have violated this Agreement or the Terms of Use or anyinability of us to provide you with the Services. You agree that we will haveno liability to you for suspension or termination. Cancellation or terminationof this Agreement will not affect the validity of any action previously takenby either party under this Agreement or any liabilities or obligations incurredprior to termination, including your obligation to pay fees and expensesincurred before termination.  

7. No Other Responsibilities. 

Neither ProNvest nor the Independent Adviser have any responsibility with respect to your Account other than those expressly stated in this Agreement. Without limiting the generality of the foregoing, neither ProNvest nor the Independent Adviser have any responsibility with respect to the voting of proxies for or determination on any other legal matter with respect to the securities in which your Account is or was invested. Securities in your IRA will be held by the independent custodian. The independent custodian will provide you with periodic statements that set forth the securities and cash positions in your IRA and the transactions in your IRA during the applicable period. The brokerage firm holding the assets of your RA will provide you with similar periodic statements

8. Acknowledgement of Costs and Risks.

‍ALL INVESTMENTS INVOLVE RISKS, INCLUDINGBUSINESS, ECONOMIC, MARKET, POLITICAL, AND GEOPOLITICAL RISKS. PAST PERFORMANCEIS NOT INDICATIVE OF FUTURE SUCCESS. YOUR ACCOUNT MAY LOSE MONEY, INCLUDINGPRINCIPAL, AND YOUR INVESTMENTS WILL FLUCTUATE DEPENDING ON MARKET CONDITIONS.YOU ACKNOWLEDGE THE INVESTMENT APPROACH, RISK FACTORS, AND FEES AND COSTSASSOCIATED WITH THE INVESTMENT OF THE SECURITIES IN YOUR ACCOUNT AND THAT YOURINVESTMENTS MAY DECLINE IN VALUE.
                             
9. No Legal or Tax Advice; Legal Status. 

‍We do not provide legal, tax, or accounting advice.It is your responsibility to seek advice regarding your individual financialcircumstances from an attorney, accountant, advisor, or other relevantprofessional. ProNvest and the Independent Adviser each is an investmentadviser registered with the SEC under the Advisers Act.  To the extent theIRA is subject to ERISA or Section 4975 of the Internal Revenue Code: (i) weacknowledge that we are a fiduciary with respect to the appointment of theIndependent Adviser under this Agreement; and (ii) the Independent Adviseracknowledges that it is a fiduciary with respect to the investment advice it providesto the IRA under this Agreement. Recommendations will be implemented pursuantto advice provided by the Independent Adviser and not as a result of ourexercise of discretionary authority, control, or responsibility. You understandthat the relationship between ProNvest and the Independent Adviser is that ofindependent contractors. The parties hereto agree that the Independent Adviseris a third-party beneficiary of this Agreement, and that their agreementshereunder in respect of the Independent Adviser are binding on and legallyenforceable by the Independent Adviser against you.      

10. Account Rollover or Transfer Disclosure.

‍The SEC’s Standards of Conduct for InvestmentAdvisers require registered investment advisers, among others, to provideclients with advice that is in their best interest. This Section 10 is meant toprovide you with information concerning advantages, disadvantages, andalternatives that you should consider when deciding whether to roll over assetsfrom your employer sponsored retirement account (“ESRA”) into an IRA. Typically, you have the following options regarding your ESRA assets: 

    1. Keep the assets in your ESRA (or rollover to a new ESRA, where applicable and permitted).

    2. Rollover the assets into an IRA. The assets can continue to grow on a tax-deferred basis and the rollover is not subject         to federal or state taxes. Tax-deferred means you will pay federal and state taxes upon the amount you withdraw for             retirement each year.          

    3. Withdraw the assets and pay applicable taxes. Cashing out means the assets will not continue to grow on a
        tax-deferred basis, you will be required to pay federal and state taxes, and under certain circumstances, and an early         withdrawal penalty may apply.

You are not required to rollover any assets into an IRA, regardless of any recommendation we provide. If we recommend that you rollover ESRA assets into your IRA and you subsequently hire us to manage the IRA assets, we will earn an asset-based fee. If you leave or place the assets in an ESRA not managed by us, this will result in little or no compensation to us. If you leave or place the assets in an ESRA managed by us, we are compensated for asset management services in accordance with your contract. We have a duty under the law to actin your best interest exercising reasonable diligence, care, and skill in making a recommendation, despite any economic incentive that may exist for us to recommend a rollover or otherwise. Our recommendations are based on the information you provide to us regarding your risk tolerance, objectives, and financial circumstances.

Investment Advisers also have an obligation to provide advice in their client’s best interest when recommending any transfer of assets to or from your Account if the account from which the assets will be transferred or the account to which the assets will be transferred is a different account type from the Account. Advice about account type includes advice about whether to open or invest through a certain type of account (e.g., a commission-based brokerage account or a fee-based advisory account).

The information provided above is meant for general educational purposes only. Nothing contained herein should be taken as advice or a recommendation. You should consult tax and legal professionals for advice regarding your particular circumstances. We do not provide tax or legal advice of any kind. 

11. Form ADV. You acknowledge receipt of Part 2A (Firm Brochure)and Part 3 (Client Relationship Summary) of ProNvest’s Form ADV also located onour website at https://ProNvest.com/legal. Upon execution of this Agreement, ProNvest’sForm ADV Part 2A and Part 3 will also be provided in electronic format throughyour Retirement Planner account. You may request these documents in writtenform at any time.        

12. Electronic Communication Consent; Electronic Signatures. 

‍To the greatest extent allowed by law, you consent to receive all communications and notices electronically via the email address you provide to us. You may request a paper copy of any electronic communication by contacting us at
1-866-738-5125. We reserve the right to charge a reasonable fee for producing and mailing the paper version. You may also withdraw your consent to receive electronic communications at any time by contacting us at the phone number listed above. You understand that withdrawing your consent could result in your access to certain of our services being restricted or terminated. You agree that your electronic signature, including but not limited to the use of a mouse, keypad, or other electronic device to select any icon, item, or button, constitutes your signature and is the legal equivalent of your manual signature on this Agreement. Your intentional action in electronically accepting the terms of this Agreement and use of the Services are valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of these documents fully satisfies any requirement that they be provided to you in writing. You may contact us to obtain a record of the documents that you electronically accepted.        

13. Notice.        

(a) Notice to Client.  
    All communications we send to your email address registered with us will be deemed as delivered and will constitute     proper and effective notice. You agree that all notices, agreements, disclosures, documents, statements, data, records,     and other communications that we provide to you electronically satisfy the same legal requirements that would be     satisfied if such were provided in a hardcopy form. It is your responsibility to provide us with your correct email address     and to update your email address when necessary.  
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(b) Notice to ProNvest. 
    Notice to us must be sent through a nationally recognized carrier via overnight delivery or first-class postage prepaid mail     to:
                                                                                        ProNvest, Inc.
                                                                                    Attn: Compliance
                                                                          1110 Market Street, Suite 402
                                                                               Chattanooga, TN 37402  

14. Governing Law. 

‍This Agreement will be deemed to have been made in the State of Tennessee and to the maximum extent allowed by law, and in compliance with the Advisers Act, will be governed by the laws of the State of Tennessee, without reference to principles of conflicts or choice of laws.            

15. Severability. 

‍If any provision of this Agreement is held invalid or unenforceable by reason of any law, rule, order, or judicial decision, such determination will have no effect on the validity of the remaining provisions of this Agreement.        

16.        No Waiver.  
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‍No provision of this Agreement will be deemed waived, altered, modified, or amended unless agreed to in writing by us.  
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17. Amendment. 

‍This Agreement sets forth the entire understanding of the parties here to with respect to the services to be provided to you by ProNvest. Any and all previous agreements and understandings between us and you regarding the subject matter of this Agreement, whether written or oral, are superseded by this Agreement. ProNvest may amend this Agreement by posting a revised version on https://pronvest.com (the “Website”). The revised version becomes effective at the time we post it on the Website. If the revised version includes any deletion or substitution of the Services, increase in fees, or any other material change to the Services, we will email you notice of the changes at least thirty (30) days before such changes become effective. 

‍18. Assignment. 

‍We may not assign our rights and duties under this Agreement to any of our successors, subsidiaries, affiliates, or any other entity without obtaining your consent. You will be deemed to have consented to us assigning our rights and duties under this Agreement if after receiving adequate written electronic notice of a proposed assignment, you do not serve notice of objection to us. You may not assign the rights and obligations under this Agreement without first obtaining our prior written consent. Any purported assignment in violation of this Agreement will be void.