Managed Account Agreement

This agreement describes the terms under which Leigh Baldwin & Co., LLC (“LBCM”) will advise the undersigned (“Client”) on the allocation of Client’s assets among investments to include Stocks, Bonds, Mutual Funds and Options and buy or sell investments on a discretionary basis through the LBCM Account program.  Client has separately entered one or more Customer Agreements with Folio Investments, Inc., with respect to establishment of a brokerage services account or accounts which Customer Agreement(s) are incorporated by reference herein and form a part of this Agreement.

The LCCM Account program is a long-term investment program that offers different strategies for allocating assets principally among investment portfolios of Stocks, Bonds, Mutual Funds and Options identified by LBCM (“Investment Vehicles”). The Investment Vehicles may include mutual funds advised or distributed by LBCM or its affiliates (Affiliated Funds”).

1. Asset Allocation Recommendations: with the help of Client’s LBCM investment representative, Client has provided information concerning Client’s investment objectives and risk tolerance for the assets that Client wishes to place in the LBCM Account Program.  Based on the information, Client’s investment representative has recommended a portfolio of specific Investment Vehicles that are historically and statistically compatible with Client’s indicated investment objectives and risk tolerance.

LBCM monitors the Investment Vehicles and may change the assignment of Investment Vehicles to asset classes (for example, by adding new Investment Vehicles or eliminating previously–assigned investment Vehicles). Accordingly, Investment Vehicles that are at one time recommended to Client may subsequently be removed from LBCM”s recommended portfolios or asset classes.  Changes in Investment Vehicles assign to LBCM’s model portfolios and asset classes will typically be communicated to Client quarterly.

Client understands that the LBCM Account program is designed as a long–term investment program in which asset allocation recommendations are based on the historical relationships among asset classes over many years, not short-term timing considerations. Accordingly, Client understands and agrees that LBCM’s asset allocation recommendations ordinarily will not change significantly from quarter to quarter, and often may not change at all. Client also understands that purchases or sales of Investment Vehicles shares resulting from recommended reallocations or rebalancing may be taxable events for which capital gains taxes may apply.

2. Client Information: LBCM agrees to notify the custodian promptly in writing of any change in the information Client has supplied on or any change in Client’s financial circumstances, investment objectives, or risk tolerance that may affect the recommended allocation or investment of Client’s LBCM Account program assets. Client also will provide any other information LBCM requests to help it guide Client in making allocation decisions. LBCM will keep Client information confidential unless Client authorizes LBCM to disclose this information or such disclosure is necessary to comply with legal requirements.

3. Client Transactions: Purchases and sales by LBCM may be executed through Folio Investment, Inc.  Client understands that LBCM or its representatives will exercise discretionary authority with respect to Client’s LBCM Program Account or transactions.  Client retains beneficial ownership of all Investment Vehicles shares in Client’s LBCM Program Account.  Because the LBCM Account program may use no load and load waived mutual funds, Client purchases and sales of mutual fund shares as part of LBCM Account program will be at the  mutual funds’ respective net assets values as determined in accordance with each mutual fund’s prospectus.  Such LBCM Account program transactions through LBCM Account program transactions through LBCM are subject to policies described in each mutual fund’s registrations statement, as well as to any applicable federal or state laws, rules, and regulations. Questions regarding assets or transactions in Client’s LBCM Program Account(s) may directed during normal business hours to Client’s LBCM investment representative.

Folio Investments, Inc. currently provides account protection of up to $50 million in excess of SIPC coverage of $500,000 (cash claims are limited to $250,000), for total LBMC account coverage of $50.5 million through its correspondent Folio Institutional.  This does not protect against declines in the values of your investments. This is only for accounts held with Folio Investments, Inc. cleared through Folio Institutional.

4. Additional Investments: Client may deposit additional funds in Client’s Program Account at any time.

5. Sweep arrangements: Funds deposited in Client’s Account and awaiting investment or reinvestment in Investment Vehicle shares will be invested in the money market fund.

6. Other Advisory Activities and Investments: LBCM, its investment representatives and affiliates provide advice to the client.  LBCM, its investment representatives, and affiliates may advise other client or take actions for other client, or for themselves or related persons, that are different from the recommendations given to client.  LBCM, its investment representatives, affiliates and the related persons are not obligated to recommend to client any action that they may recommend or take for another client, themselves, affiliates, or related persons.  Persons associate with LBCM or its affiliates may themselves invest in funds eligible for purchase in the LBCM Account program and may be a client in the LBCM Account program.

7. Client Reports: LBCM and or the account custodian will provide client with transaction confirmations, monthly or quarterly (depending on activity) account statements and quarterly performance reports, which client may review with client invested representative.  Quarterly performance reports will commence following the first full calendar quarter during which the client’s LBCM Program Account has been established.

8. Shareholder Communications: LBCM will not advise Client on the voting of proxies for Investment Vehicles shares held in Client’s LBCM Program Account or advise Client in legal proceedings involving Investment Vehicles shares.

9. Risk Announcement: Investments in Client’s LBCM Program Account are subject to the risk associated with investing in securities, and will not necessarily be profitable. LBCM does not guarantee results of any recommendations and/or investment results.  LBCM Recommendations on the Allocations of Investments in Client’s LBCM Program Account will be based upon the Client’s LBCM Account assets only. Federal and state securities laws impose liability certain circumstances on persons to acting good faith.  This Agreement does not waive or limit any rights Client has under those laws.

10. Account Fees and Expenses: Fees for the Client’s LBCM Program account will be calculated at an annual rate, will be payable monthly in advance. Fees will be payable monthly based on the market values of Client’s LBCM (including cash) on the last business day of each month according to the following schedule of annual fees:

From To Total Client Fee
$0 $500,000 .95%
$500,001 $1,000,000 .75%
$1,000,001+ negotiable

Accounts not systematically investing at least $100 per month will be subject to a $50/year minimum charge.

In computing market value, Investment Vehicles Shares will be valued at their close of market value on the valuation date. Client understands that the fee for any calendar quarter will not be subject to adjustment based on performance of LBCM Program Account Assets during that quarter.

Client authorizes LBCM to sell Investment Vehicles shares for Client’s LCBM Program Account to pay LBCM’s quarterly fees and other account expenses. Unless Client has directed the LBCM Program Account to pay LCBM’s Program Account fees to be paid from another of client accounts at LCBM, payment of fees and expenses for Client’s LBCM Program Account will be made, first, from LCBM Program Account cash balances available that day; second, from LBCM Program Account money market fund balances; third, from shares other LBCM Program Account Funds specified by client.

In addition to LBCM Program account fees and expenses, Client assets invested in fund shares will be subject to other fees and expense that are described in the Fund’s prospectuses.  These fees and expenses are initially paid by other, by ultimately borne by Client as a fund shareholder. These expenses include investment advisory, administration, distribution, transfer agent, custodial, legal, audit and the other customary fees and expenses related to investments in mutual funds, including payments to LBCM and its affiliates.  Additionally there may be a ticket clearing charge attached to each trade.

Fees will not include transfer taxes, exchange fees mandated by the Securities and Exchange Act of 1934, IRA account fees in any other charges imposed by law with regard to any transactions in client’s LBCM Program Account.

11. Minimum Account Size: The minimum initial LBCM Program Account investment is $100 per month.  Account size is determined by combining all account values of immediate family members and/or related entities.

12. Client Representations: If client is individual, Client represents that he or she is of legal age in the state which Client resides and is not associated or employed with any other securities exchange or a subsidiary of an exchange, or with the Financial Regulatory Authority (FINRA), or with a bank, trust company or insurance company unless Client has notified LBCM to that effect, and Client agrees to notify LBCM promptly if Client becomes so associated or so employed.  If this agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the LBCM Account Program is within the scope of investments authorized under any applicable plan, trust and /or law and that he or she is duly authorized to negotiate the terms of an entered into this Agreement.  If Client is a corporation, the person signing on the half of the client represents that the execution of this Agreement has been authorized by appropriate corporate action. Client agrees to notify LBCM in writing of any event that might affect this authority of the validity of this Agreement.

13. Termination: Client of LBCM may terminate this agreement at any time by the giving of written notice by LBCM or Client to the other party at the addresses listed below. Termination will not affect the validity of any action previously taken by LCBM under this Agreement, liabilities or obligations of the parties from transactions initiated before termination, or Client’s obligation to pay fees and expenses incurred before termination.  Termination will not automatically result in redemption or sale of Investment Vehicles shares held in Client’s LBCM Program Account, and Client may choose to continue holding Investment Vehicles shares.  On termination, Folio Investments, Inc. will have no obligation to recommend or take any action with regard to assets in Client’s LBCM Program Account.

14. Non-Assignability: This Agreement may not be assigned (within the meaning of the Investment Advisors Act of 1940 (“Advisors Act”) by Client or LBCM without prior consent of the other.

15. Governing Law: This Agreement will be governed by the internal laws of the State of New York, but nothing in this Agreement be construed contrary to be Advisors Act or any rule or order of the SEC under the Advisors Act.

16. Miscellaneous: This Agreement will not be effective until accepted by LBCM in its Cazenovia, NY office. This Agreement may be executed in the counterparts, each of which will be deemed an original. If more than one person executes the Agreement as Client, each person signing as Client agrees to be jointly and severally bound by each obligation assumed by Client under this Agreement.

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