QA Client Agreement

The Retirement Allocation Program (the “Program” or “RAP”) is an investment advisory service made available by Quantitative Advantage, LLC (“QA” or “we”) to retirement plan participants in certain employer-sponsored retirement plans (the “Plans”). We agree to provide you (the “Client” or “you”) the investment advisory services described in this Agreement on the terms and conditions stated herein. You understand, acknowledge and agree that the services to be provided by QA under this Agreement are limited to the specific investment advisory services set forth in Section 2, and do not include any financial planning or any other services. QA will not be responsible for any of the assets held in your Plan accounts. We will also not be responsible for the proper diversification of all of your assets.

QA agrees to provide you the following investment advisory services:

1. QA will make available a range of equity and balanced model portfolios for use by investors with varying financial needs, investment objectives and risk tolerances using selected investment fund options available under the Plans.
2. QA will periodically update its equity and balanced model portfolios and provide its investment recommendations to you based on your selected model portfolio.
3. QA will be responsible for determining whether the Program is suitable for you and, if so, assisting you in selecting a suitable model portfolio. In order to make its recommendation regarding a suitable model portfolio, QA will require that you complete an investor questionnaire, profile or similar document. QA will rely on the information submitted by you in your investor questionnaire to help you select your model portfolio and cannot be held responsible for any recommendation based on inaccurate information.
4. We will periodically request that you provide updated information regarding your financial and investment needs, goals and objectives and, as appropriate, may recommend changes to your selected model portfolio. You must notify QA promptly in the event your financial and investment needs, goals or objectives change. A change in your circumstances may impact the suitability of the model portfolio you selected.

QA’s fee for its services provided under this Agreement will be a fixed quarterly fee of $350, payable in advance, for an annual total fee of $1,400 (the “Program Fee”). For the initial quarter, the Program Fee will be calculated on a monthly pro rata basis commencing at the beginning of the month you receive QA’s initial investment recommendations.

In addition to the Program Fee, you may also incur certain other charges. These charges may include, but are not limited to, any fees charged by the sponsor, plan administrator or other service providers of the Plans; any sales loads, redemption fees and the like imposed directly by funds purchased by you, as well as your proportionate share of the management fees and other expenses incurred by the funds; any separate custodial fees; transfer taxes; wire transfer and electronic fund fees; and other fees and taxes on investment accounts and securities transactions.

In the event this Agreement terminates after the commencement of a quarter, any unearned portion of the Program Fee will be promptly refunded to you.

If you have authorized payment of your quarterly Program Fee directly from an account at your bank or other financial institution, regulations require us to confirm that your bank or other financial institution sends you an account statement at least quarterly showing the balance at the end of the period and all transactions during the period. The purpose of the regulatory requirement is to ensure that you have the opportunity to review the withdrawal of the fee. You hereby confirm that you receive such account statements from your bank or other financial institution and agree to inform us promptly should you cease to receive such account statements.

You exercise full investment discretion in relation to your Plan accounts. You understand, acknowledge and agree that QA has no discretionary authority with respect to your Plan accounts.

QA will not physically hold or maintain custody of your assets and does not have any authority to make any investment in securities on your behalf.

QA does not guarantee the success of any model portfolio, investment recommendations or the overall performance of your Plan accounts. QA’s model portfolios, like most investments, involve the risk or loss of principal that you should be prepared to bear. Past performance of QA’s model portfolios is no guarantee of future performance. You should not assume that future performance results will be profitable or equal to past performance.

Except as otherwise provided by law, QA (including its governors, officers, employees, affiliates, representatives and agents) will not be liable for (a) any loss that you may suffer by reason of any act or omission, including any investment advice, recommendation or decision, given, made or taken in good faith by QA with that degree of care, skill, prudence, and diligence under the circumstances that a person acting in a similar fiduciary capacity would use, (b) any loss arising from QA’s adherence to written or oral instructions from you, or (c) any act or failure to act by the sponsor, plan administrator or other service providers of the Plans or any other third party.

The federal and state securities laws and the Employee Retirement Income Security Act of 1974 ("ERISA") impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that you may have under those laws.

We will not advise regarding or vote proxies solicited by or with respect to the issuers of securities in which assets of your Plan accounts may be invested. You hereby expressly retain the authority and responsibility to vote proxies, QA is expressly precluded from voting proxies, and you agree to instruct your custodian to promptly forward all proxy materials to you. QA will also not monitor, advise or act for you in legal proceedings, e.g., class actions, bankruptcies, etc., involving securities in which assets of your Plan accounts may be invested.

9. Registration.To enroll in the Program, you must register online and subsequently complete the RAP tutorial presentation with a QA wealth management advisor.

Your custodian will be responsible for providing you with any statements, confirmations and/or other information relating to your Plan accounts. QA will not provide you separate confirmations and account statements.

QA and its governors, officers, employees, affiliates, representatives and agents may have or take the same or similar positions in specific investments for its or their own accounts, or for the accounts of other clients, as QA may recommend for you. You expressly acknowledge and understand that QA shall be free to render investment advice to others and that QA does not make its investment advisory services available exclusively to you. Nothing in this Agreement shall put QA under any obligation to recommend for purchase or sale by you any security which QA or its governors, officers, employees, affiliates, representatives or agents may purchase or sell for its or their own accounts or for the account of any other client unless, in QA’s sole determination, it would be in your best interests to do so.

Any notice, correspondence or other communication in connection with this Agreement will be effective upon receipt if delivered to a party at its mailing address, fax number or email address provided in this Agreement or during the registration process (or otherwise provided to the other party in writing). You agree to notify QA promptly if your mailing address, fax number or email address changes.

You agree to accept all notices, correspondence and other communications we choose to provide to you electronically to the email address provided by you. All directions from you to QA (including notices, instructions and directions relating to changes to your model portfolio) shall be provided in writing. QA may rely upon any such notice, instruction or direction unless and until it is otherwise advised in writing.

Neither party may assign this Agreement (within the meaning of the Investment Advisers Act of 1940) without the consent of the other party; provided, however, that QA may assign this Agreement using a “negative consent” process whereby you have no less than 30 days to respond to a notice of intended assignment.

Except as required by applicable law, rule or regulation, permitted by QA’s Privacy Policy Notice or in order to perform the services contemplated by or relating to this Agreement, the parties agree to treat all information provided in connection with this Agreement as confidential.

You agree to take reasonable and necessary precautions to not allow any investment advice, recommendation or information provided by QA to be shared with or disseminated by any means to any other person or entity within your employer, its affiliates or any outside party.

You acknowledge, understand and agree that any breach by you of your obligation of confidentiality under this Section 14 will cause irreparable harm and damages to QA and the exact amount of such damages would be impossible to ascertain. You agree that upon such breach by you, QA is entitled to seek and obtain injunctive or other equitable relief, without bond, in addition to any other remedy (in equity or at law) to prevent such activity by you.

You agree to accept the delivery of QA’s Form ADV disclosure brochure, brochure supplement, Client Relationship Summary, privacy policy notice and any other disclosures (the “Disclosures”) electronically to the email address you provided. This consent to electronic delivery will remain in effect until revoked in writing to QA. You may request that any of the Disclosures be mailed to you, free of charge, by contacting QA’s compliance department.

Subject to applicable law, in the event of any controversy, dispute or claim arising out of or relating to this Agreement, the parties agree to submit the dispute to arbitration in accordance with the Commercial Rules of the American Arbitration Association then in effect. The prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses. The arbitration panel shall consist of at least three individuals, with at least one panelist having knowledge of investment advisory activities. The parties agree that any arbitration proceeding pursuant to this provision shall be held in Hennepin County, Minnesota, and judgment upon the award rendered may be entered into in any court, state or federal, having jurisdiction. Arbitration is final and binding on the parties.

You understand that this Agreement to arbitrate does not constitute a waiver of your right to seek a judicial forum where such waiver would be void under federal or state law.

Your death, disability or incompetence will not terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by providing proper written notice.

You represent, warrant and agree that you have the full legal power and authority to enter into, execute and deliver this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law or otherwise.

You represent, warrant and agree that you will consult with QA regarding your selection of the Program and your model portfolio and will consult with QA regarding the ongoing suitability of the Program and your selected model portfolio; you will provide QA with information sufficient for QA to determine whether the Program is suitable for you and to enable QA to assist you in selecting a suitable model portfolio; the information you provide to QA will be a complete and accurate representation of your financial and investment needs, goals and objectives; and you will promptly inform QA in writing if any such information becomes incomplete or inaccurate in any way.

You agree to execute any other agreements with custodians or other service providers deemed necessary by QA in connection with this Agreement in a timely manner. You also agree to provide QA with any other information and/or documents requested in connection with this Agreement. If you provide information or documents through your attorney, accountant or other professional advisor, QA is authorized to rely upon the information and documents, and is not required to verify the genuineness or accuracy of the information or documents.

QA acknowledges that it is a “fiduciary” within the meaning of Section 3(21) of ERISA (but only with respect to the provision of investment advisory services described in Section 2 of this Agreement). QA represents and warrants that it is registered as an investment advisor with the Securities and Exchange Commission.

You represent, warrant and agree that retaining QA to provide the services contemplated by this Agreement is authorized by and does not violate the Plans’ governing documents. You agree that you will promptly notify QA of any amendments to the Plans or any other change in facts or circumstances that would affect the representation, warranty and agreement set forth in the preceding sentence.

This Agreement constitutes the entire agreement between the parties and supersedes all understandings, agreements or representations (oral and written) with respect to its subject matter. This Agreement may only be amended, revised or modified with our written consent.

No failure by QA to exercise any right, power or privilege that it may have under this Agreement shall operate as a waiver of the right, power or privilege. Further, no waiver by QA of any deviation from, or breach of, this Agreement by you shall be deemed to be a waiver of any subsequent deviation or breach.

Section headings in this Agreement have been inserted for reference only and shall not limit or otherwise affect the interpretation, in whole or in part, of any of the terms or provisions of this Agreement.

If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement will be considered divisible as to the provision and the provision will be inoperative in such state or jurisdiction. The remaining provisions of this Agreement will be valid and binding and of full force and effect as though the provision was not included.

This Agreement will commence on the date that QA confirms its acceptance of this Agreement and will continue until terminated as set forth in this Section 24. This Agreement may be terminated at any time upon written notice by the terminating party to the other party. You acknowledge, understand and agree that QA has the right to modify this Agreement at any time. QA will provide you with notice of any modifications which shall become effective upon the date stated in the notice unless you provide QA with written notice to terminate the Agreement prior to that date. Your continued use of the investment advisory services after the effective date of the modifications constitutes your binding acceptance of such modifications. You further agree to abide by any rules, procedures, standards, requirements or other conditions that QA may establish in connection with the services we provide or this Agreement. Termination of this Agreement will not affect (a) the validity of any action previously taken by QA under this Agreement; (b) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (c) your obligation to pay fees that have already been earned under this Agreement. Upon the termination of this Agreement, QA will not have any further obligation to take any further action. If this Agreement terminates after the commencement of a quarter, any unearned portion of the Program Fee will be promptly refunded to you.

To the extent not inconsistent with applicable federal law, this Agreement and any dispute, disagreement or issue of construction or interpretation shall be governed or interpreted according to the laws of the State of Minnesota without regard to choice of law considerations except for Section 16 (Arbitration), which shall be governed by the Federal Arbitration Act. Any action, suit or proceeding arising out of, under or in connection with this Agreement not otherwise submitted to arbitration pursuant to this Agreement shall be brought and determined in the appropriate federal or state court in the State of Minnesota and in no other forum. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement.

To provide our investment advisory services, QA will typically contact you via email using the email address provided by you. You agree to notify QA promptly if your email address or any other contact information changes.

To contact QA by mail, telephone, fax or email:

Quantitative Advantage, LLC
10400 Yellow Circle Drive, Suite 303
Minnetonka, MN 55343
Direct: 952-767-8007
Toll Free: 866-767-8007
Fax: 952-767-8009
Email: clientservices@QAinvest.com