INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT (this “Agreement”), as of today’s date, is by and between this user and (the “Client”), and Front Financial, Inc., a corporation organized and operating under the laws of the state of Delaware (“Front”).

WHEREAS, Front is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment management services;

WHEREAS, the Client desires that Front provide the Client with certain investment advisory services, and Front desires to render such services to the Client, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

  1. Duties and Authority of Front.
    • The Client hereby appoints Front to serve as a non-discretionary investment adviser with respect to certain assets of the Client designated, from time to time, by the Client (the “Assets”). In such capacity, Front shall: (i) make nondiscretionary recommendations to the Client regarding the investment and reinvestment of the Assets; and (ii) provide the Client with non-discretionary investment advice and related data in a format reasonably requested by the Client. The Client and Front agree and acknowledge that any investment advisory services provided by Front hereunder are non-discretionary and any and all investment decisions shall be made by the Client.
    • Front hereby accepts such appointment until this Agreement is terminated.
    • The Assets shall consist of the cash and other assets designated by the Client from time to time and notified to Front for management hereunder, plus all investments, re‑investments and proceeds of sale thereof, including, without limitation, all interest, dividends and appreciation on investments.
  2. Non-Exclusivity.
    • The services to be rendered by Front hereunder shall not be deemed to be exclusive, and Front shall be free to render similar services to other persons or entities (including, without limitation, individuals, registered and unregistered funds, corporations, endowments and foundations) during the term of this Agreement.
    • Except as expressly provided in this Agreement, there shall be no restrictions on the investment or other activities of Front or its affiliates. The Client acknowledges and agrees that Front has, will and may continue to (i) advise other persons regarding investment and financial matters, (ii) serve as an investment adviser, managing member or manager of other entities, (iii) make other investments, and (iv) perform other advisory or consulting services and receive compensation therefor. The Client and Front further acknowledge and agree that Front, in its discretion, may make recommendations to others that may be the same or different from those made to a Client, and any advice given by Front to others (even if such advice is different than the advice given by Front to the Client) shall not in and of itself represent a breach of Front’s obligations under this Agreement.
  3. Shareholder Voting. Proxies for the securities held by the Client will be voted by the Client. Front will immediately forward to the Client any proxy related to any of the Client’s holdings that is received by Front.
  4. Valuation. Valuation of the Assets will be conducted by the Client or by a custodian retained by the Client. Front shall be under no obligation to provide any assistance in determining the fair value of the Assets.
  5. Custody of Client Assets and Client Reporting.
    • Nothing in this agreement shall be deemed to give Front custody of Client Assets. The Assets shall be custodied at a registered broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA) (the “Custodian”).
    • Front is not obligated to provide periodic reports to the Client. The Custodian will provide the Client with periodic itemized account statements, including all debits, credits and transactions in the Assets and including the current value of all Assets holdings. The Custodian will maintain a record of the tax basis of each Assets holding.
  6. Management Fees. Client will pay the fees and expenses set forth on Exhibit A, as the same may be amended from time-to-time.
  7. Expenses. Except as otherwise agreed between the parties, all expenses incurred by each party in connection with this Agreement shall be the responsibility of such party, including, but not limited to, overhead, legal fees, accounting fees, auditing fees, taxes and other professional expenses. Brokerage commissions and custodial fees shall be the responsibility of the Client and shall be deducted directly from the Assets.
  8. Confidential Information.
    • Front, on the one hand, and the Client, on the other hand, shall safeguard the secrecy and confidentiality of all confidential and proprietary information of the other party and shall not disclose any of the foregoing to any third party except:
      • information that, at the time of disclosure, is part of the public knowledge or literature that is readily accessible to such third party;
      • information required by law to be disclosed; or
      • as otherwise may be consented to by such other party or permitted by the terms of this Agreement.
    • Immediately upon termination of this Agreement, Front and the Client shall promptly return to the other party any and all confidential information of such party, including all copies and reproductions thereof, in its possession and control or in the possession or control of any of their respective employees or agents; provided, however, that Front shall be permitted to retain copies of any confidential information of the Client to the extent deemed necessary in order to comply with regulatory or accounting requirements applicable to Front.
    • The parties acknowledge that any breach of the foregoing shall cause irreparable harm to the party whose information is at issue, and that such harm would be difficult, if not impossible, to value. In view of the foregoing, in addition to any other remedies available in law or in equity, in the event that there is a breach of this Section 8 with respect to any party, such party shall be entitled to injunctive relief.
  9. Risk of Loss. All investment activity hereunder shall be for the account and risk of the Client and Front makes no guarantee whatsoever that such activity will be profitable or protected against loss. The Client acknowledges the risks inherent to such investment activity, including without limitation that the Assets may decline abruptly in value and may sustain a total loss of investment. Front shall not incur any liability for investment profits or losses or any costs or expenses related thereto.
  10. Taxes. Neither Front nor any of its affiliates nor any of its or their respective partners, members, officers, directors, employees, shareholders or other representatives shall be liable for any taxes applicable to the Client, whether directly or indirectly.
  11. Liability.
    • Front has only those duties specified in this Agreement. Front shall discharge its duties under this Agreement (i) solely in the best interest of the Client, (ii) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and investment policies and (iii) in accordance with applicable law, subject to the specific directions given from time to time by the Client.
    • None of Front or any officer, director, employee, agent or member of Front or any affiliate of any such person (collectively, the “Indemnified Parties”), shall be liable, responsible or accountable in damages or otherwise to the Client, or any employee, member, partner, beneficial owner, shareholder or other controlling person of the Client, for any claims, losses, damages, liabilities or expenses (including attorneys’ fees, court costs and costs of investigation and appeal) (collectively, “Damages”), suffered or incurred by reason of, or arising from, or in connection with, the operations, business or affairs of, or any actions taken by such Indemnified Party or failure by it to act on behalf of, the Client or in furtherance of the interests of the Client, except to the extent that the Damages have been caused by an Indemnified Party’s fraud, gross negligence, or willful misconduct. Notwithstanding anything herein to the contrary, no Indemnified Party shall be liable, responsible or accountable in damages or otherwise to the Client for any Damages suffered or incurred by reason of, or arising from, or in connection with (i) the negligence of brokers or other agents of Front; provided that such brokers or agents are selected and monitored by Front with reasonable care or (ii) trade errors that may result from ordinary negligence.
    • The Indemnified Parties shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts, selected with reasonable care and experienced in matters of the nature at issue, and any act or omission of such person in good faith pursuant to such advice shall in no event subject such person to liability to the Client and, accordingly, such reliance by a person shall not constitute fraud, gross negligence or willful misconduct.
    • Nothing herein shall constitute a waiver or limitation of any rights that the Client may have under any applicable federal securities laws.
  12. Indemnity.
    • To the fullest extent permitted by law, the Client shall indemnify each of the Indemnified Parties against any Damages suffered or incurred by any such Indemnified Party by reason of, or arising from or in connection with, the operations, business or affairs of, or any action taken by it or failure by it to act on behalf of, the Client, except to the extent the Damages have been caused by the fraud, gross negligence or willful misconduct of an Indemnified Party that causes harm to the Client.
    • The right of any Indemnified Party to the indemnification as provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns and legal representatives.
    • Promptly after receipt by an Indemnified Party of notice of any Claim or of the commencement of any action or proceeding involving a Claim, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Client, give written notice to the Client of the receipt of such Claim or the commencement of such action or proceeding; provided, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Client of its obligations hereunder, except to the extent that the Client is actually prejudiced by such failure to give notice.
  13. Representations and Warranties of Front. Front represents and warrants to the Client, to the best of its knowledge and belief, as follows:
    • Front is a corporation duly organized and validly existing under the laws of Delaware with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
    • The execution, delivery and performance hereof by Front will not cause it to violate or contravene, or constitute a default by Front under (i) its organizational documents, (ii) any instrument, agreement, or understanding by which it is bound or affected, or (iii) any applicable legal or regulatory requirement.
    • Front has and will have all material licenses or other material government approvals, consents or authorizations necessary to perform its obligations under this Agreement.
    • This Agreement has been duly executed and delivered by Front and constitutes a valid and binding obligation of Front enforceable against it in accordance with its terms.
    • Front is a registered investment adviser under the Advisers Act.

(f)        Front shall maintain books and records with respect to its services to the Client as required by the Advisers Act and its related regulations.

  1. Representations and Warranties of the Client. The Client represents and warrants to Front as follows:
    • This Agreement has been duly executed and delivered by the Client and constitutes a valid and binding obligation of the Client enforceable against it in accordance with its terms.
    • The Client has received Part 2 of Front’s Form ADV and Front’s Form CRS in the form on file with the SEC.
    • The Assets were not and are not directly or indirectly derived from activities that may contravene federal, state or international anti-money laundering laws.
    • The Client represents that the Assets do not constitute assets of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), whether or not subject to Title I of ERISA; (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code; or (iii) an entity whose underlying assets are assets of a plan described in (a) or (b) by reason of such plan’s investment in the entity.
    • The foregoing representations and warranties shall continue during the term of this Agreement, and the Client shall promptly notify Front in writing if at any time any of the foregoing representations or warranties becomes untrue or inaccurate in any material respect.
  2. Term, Termination and Withdrawals.
    • The initial term of this Agreement shall commence as of the date hereof and shall continue for an initial term of two years, unless terminated earlier in accordance with this Section 15. The Agreement shall automatically renew for successive annual terms unless until terminated in accordance with this Section 15.
    • Either the Client or Front may terminate this Agreement at any time (“Termination”) with at least thirty (30) days’ prior written notice to the other party.
    • If Front receives notice of termination from the Client pursuant to this Section 15, it shall endeavor to follow any instructions received concerning the liquidation of the Assets and otherwise shall cooperate with the Client in terminating Front’s relationship with the Client.
  3. Miscellaneous.
    • Force Majeure. Front shall not be liable for the nonperformance of its obligations hereunder by reason of any cause beyond its reasonable control, including, but not limited to, any breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action, and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations.
    • Independent Contractor. Nothing contained herein shall in any way be construed to interpret this Agreement as creating a partnership, joint venture, employment or franchise relationship between the Parties hereto. For all purposes of this Agreement, Front shall be an independent contractor and not an employee, partner or joint venturer of the Client and shall, except as authorized under this Agreement or unless otherwise expressly authorized, have no authority to act for or to represent the Client.
    • Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and permitted assigns of each of them, and no other person (except as otherwise provided herein) shall have any right or obligation under this Agreement. Front may not assign, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the lLient, except that, in the case of a change in control of Front that is deemed to be an assignment under the federal securities laws, such consent will be deemed to be given if Front provides the Client with no less than fifteen (15) days prior notice of such change in control and the Client does not object to the resulting assignment.
    • No Third-Party Beneficiaries. This Agreement is not intended to and shall not convey any rights to persons not a party to this Agreement.
    • Amendment. Except with respect to Exhibit A, which may be revised by Front in its sole discretion to be effective as to Client upon thirty (30) days prior notice, this Agreement may only be amended by a written document which both Client and Front sign.
    • Notices. All notices under this Agreement shall be by first class or express mail, courier, facsimile or electronic or computerized communication delivered to the last known address of a party, as reflected on the records of the party giving notice. Front may verify the authenticity of any notice or instruction prior to acting on it.
    • Electronic Delivery of Documents. The Client agrees to be bound by any affirmation, assent or agreement that it transmits, or has transmitted, by computer or other electronic device, including Internet, telephonic and wireless devices, including, but not limited to, any consent the Client gives or has given to receive communications from Front or any of its affiliates solely through electronic transmission. To the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications, including any tax-related information or documents (collectively, “Communications”), regarding the Assets may be delivered to the Client by electronic means, including by e-mail. The Client consents to electronic delivery as described in the preceding sentence. As long as the Client’s consent remains in effect, Front may provide all Communications to the Client electronically in lieu of providing paper Communications. To facilitate receipt of such Communications, the Client has provided Front with a current e-mail address and agrees to update that information as necessary. Unless otherwise required by law, the Client will be deemed to have received any electronic Communications that are sent to the most current e-mail address that Client provided to Front. The Client acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Client also acknowledges that an e-mail from Front may be accessed by recipients other than the Client and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. The Client understands that Front gives no warranties in relation to these matters. The Client may withdraw its consent to receive Communications in electronic form by calling Front at [•]. Any withdrawal of the Client’s consent to receive electronic Communications will not otherwise affect or impact the terms of this Agreement.
    • Severability. If any provision of this Agreement, or the application of any provision to any person or circumstance, shall be held to be inconsistent with any present or future law, ruling or regulation of any court or governmental or regulatory authority having jurisdiction over the subject matter hereof, such provision shall be deemed to be rescinded or modified in accordance with such law, ruling, rule or regulation, and the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it shall be held inconsistent, shall not be affected thereby.
    • No Waiver. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.
    • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles.
    • Arbitration. Any dispute, Claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the City of New York, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on an award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Arbitration under this Section 16(k) shall be initiated by written demand for arbitration specifying the controversy or Claim on which arbitration is sought, as well as the relief requested. The arbitrator shall render its decision to the parties in writing together with the underlying reasoning, including separate statements of findings of facts and conclusions of law, no later than sixty (60) days after completion of hearings, but in no event later than one hundred eighty (180) days from the date of appointment of the arbitrator. The parties agree to use all commercially reasonable efforts to assure that the arbitration procedure set forth herein, once commenced, shall be completed as expeditiously as possible. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. This arbitration agreement is intended to be self-executing. The expenses of arbitration shall be borne by the party against whom the decision is rendered or apportioned in accordance with the decision of the arbitrators in the event of a compromise decision. All notices from one party to the other relating to any arbitration hereunder shall be in writing and shall be effective if given in accordance with the provisions of Section 16(g).
    • Venue. The parties agree to submit to the exclusive jurisdiction of any court sitting in New York, New York, with respect to matters arising out of or relating to this Agreement, and agree to waive the defense of forum non conveniens. The parties agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party at its address set forth herein or at such other address of which the party shall have been notified, such service being hereby acknowledged by the Parties to be effective and binding service in every respect. The parties hereby irrevocably waive their right to a jury trial of matters arising out of this Agreement. In connection with any dispute hereunder, the prevailing party shall be entitled to collect its reasonable attorneys’ fees and disbursements from the party that did not prevail.
    • Headings. Headings to sections herein are for the convenience of the parties only and are not intended to be or to affect the meaning or interpretation of this Agreement.
    • Complete Agreement. Except as otherwise provided herein, this Agreement constitutes the entire agreement between the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding upon the parties hereto.
    • Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which when taken together, shall constitute one original instrument..
    • Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

The remainder of this page is left intentionally blank.

IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the day and year first above written.

Front FINANCIAL, INC.  

By: _____________________________________
Name:
Title:

[CLIENT]

By:  ____________________________________

Name:

Exhibit A

Management Fee

Fees for services will be calculated as a percentage of net assets based on the average daily net asset value of the Assets. The fee rate listed below shall be billed quarterly in arrears at the end of each calendar quarter and payable within thirty (30) days of the end of each calendar quarter.

[•]% of assets managed

Management fees does not include any custodian fees incurred by the Client or any portfolio trading fees (including brokerage commissions and fees), all of which fees will be borne by the Client.

Such fee shall be prorated for contributions, withdrawals and any period that is less than a full calendar quarter.

For purposes of calculating the Management Fee, the net asset value is determined by the custodian and shall include all realized and unrealized appreciation or depreciation, dividends, interest and other disbursements and income (received and accrued) and cash at the date of the computation of net asset value.

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