INVESTMENT ADVISORY AGREEMENT. Horizon Investments, LLC Lifetime Income Strategy

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1 INVESTMENT ADVISORY AGREEMENT Horizon Investments, LLC Lifetime Income Strategy This agreement (the Agreement ) for investment management services is entered into by and between HORIZON INVESTMENTS, LLC (the "Manager"), an investment adviser registered pursuant to the Investment Advisers Act of 1940, as amended (the Act ) and (the "Client"). 1. Authority By execution of this Agreement, Client hereby establishes one or more Investment Advisory Accounts (cumulatively the "Accounts") and appoints Manager as the investment manager for the Accounts. Client hereby grants to Manager, full power and authority to (i) supervise and direct the investment of the Accounts on a discretionary basis, and (ii) make and implement investment decisions without prior consultation with Client, in accordance with such written objectives, and financial goals as set forth in the Client s Risk Assessment, attached hereto as Exhibit A and Exhibit B depending on the portfolio elected (the Risk Assessment ) and the Income Product Addendum of Investment Details, Product Description and Terms attached hereto as Exhibit B (the Addendum ). 2. Investment Objectives and Restrictions Client acknowledges that Manager will rely on the personal and investment information provided to Manager on the Risk Assessment and the Addendum in managing the Accounts. Client agrees to give Manager written notice within five (5) business days, of any modifications or material changes to the Risk Assessment and the Addendum information provided herewith or any investment restrictions applicable to the Accounts and to notify Manager if Client deems any investments recommended or made for the Accounts to be contrary to the Client's investment objectives or restrictions. Unless Client notifies Manager in writing of specific modifications or material changes or any investment restrictions on the Accounts, the investments recommended for or made on behalf of the Accounts shall be deemed to be in conformity with Client's investment objectives. 3. Custody The Accounts will be placed with a registered broker-dealer, trust company or bank, which will serve as the custodian (the Custodian ) for funds and securities held in the Accounts. Except as set forth in Section 7 hereto concerning the collection of fees, at no time will Manager willfully or intentionally exercise custody or have access to such assets. 4. Investment Management and Authority Manager will supervise and direct the investments of the Accounts subject to such limitations as Client may impose by notice in writing. Manager, as agent and attorney-in-fact with respect to the Accounts, may (a) buy, sell, exchange, convert, and otherwise trade in any stocks, bonds, index futures, index options, derivative, or any other securities (including, without limitation, money market, limited partnerships, mutual funds, ETF s or listed stock options); and (b) place Horizon Investments Advisory Agreement - Page 1

2 orders for the execution of such security transactions with or through such brokers, dealers, or issuers as Manager may select unless specifically directed otherwise by the Client in writing. Manager shall not invest any of the assets of the Accounts in the securities of an entity in which Manager or any related party is an officer, director or has a controlling interest, unless such relationship is disclosed in writing to the client before such acquisition. Manager may aggregate (bunch) transactions for Client s Accounts with those of other clients in an effort to obtain the best execution under the circumstances. However, Client may direct that transactions for his/her Accounts not be aggregated with those of other clients. If Manager is so directed, Client understands that he/she may lose certain potential benefits from bunching such as lower commission rates and transactional efficiencies and that non-bunched orders will be executed at different times than bunched orders resulting in the potential that the prices at which bunched transactions are executed may be higher or lower than the prices at which non-bunched orders are executed. 5. Execution of Investment Account Transactions. Unless directed otherwise, Manager will arrange for the execution of securities brokerage transactions for the Assets through a broker-dealer that we reasonably believe will provide best execution. In seeking best execution, the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of the Broker-Dealer s services including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Manager will seek competitive commission rates, Manager may not necessarily obtain the lowest possible commission rates for Account transactions. Neither Manager, nor any of our Advisory Affiliates (as defined in Form ADV), will receive any portion of the brokerage commissions and/or transaction fees charged to you by the Broker- Dealer. Manager shall endeavor to process all Account transactions in a timely manner, but neither represents nor warrants that any such transaction shall be processed or effected by the Broker- Dealer on the same day as requested. You may direct Manager in writing to use a particular broker-dealer ( Directed Broker ) to execute some or all transactions for your Account (referred to as directed brokerage ). In that case, you will have the sole responsibility to negotiate terms and arrangements for the Account with the Directed Broker and we will not seek better execution services or prices from other broker-dealers or be able to batch transactions for execution through other broker-dealers with orders for other accounts we manage. As a result, you may pay higher commissions or other transaction costs, greater spreads, or receive less favorable net prices on transactions for the Account than would otherwise be the case. 6. Account Statements The Custodian will send Client an inventory of the investments of the Accounts as soon as reasonably possible after the end of each monthly period (a Monthly Statement ) or quarterly period (a Quarterly Statement"). The Monthly Statement and Quarterly Statement will each show beginning and ending portfolio values, contributions and withdrawals from the Accounts. Client agrees to review all Monthly Statements and Quarterly Statements within fifteen (15) days of receipt and to notify Manager immediately if Client deems any investments to be contrary to Horizon Investments Advisory Agreement - Page 2

3 the Client's investment objectives or restrictions or if Client believes that the Monthly Statement or Quarterly Statement is inaccurate in any way. 7. Advisory Fees Manager's compensation for its services rendered under this Agreement shall be calculated and paid in accordance with the Schedule of Fees attached hereto as Schedule 1, which may be amended from time to time by Manager. Manager will apply the Schedule of Fees to the fair market value of the assets of the Accounts as reasonably determined by Manager on the last business day of each period. Fees will be paid quarterly in arrears, Provided, However, that the Program Fee (described in Addendum for Principal Protection) shall be paid annually, in advance and is non-refundable. Client hereby authorizes Manager to bill the Custodian for fees due under the terms of this Agreement and authorizes the Custodian to pay such fees from the Accounts through a quarterly debit to the Accounts at the Custodian. Client understands that this authorization may be withdrawn at any time and that advisory fees may be billed directly to the Client if so requested in writing by the Client. It is the Client's responsibility to verify the accuracy of the fee calculation and the Client understands that the Custodian will not determine whether the fee is properly calculated. 8. Valuation In computing the market value of any security held in the Accounts that is listed on a national securities exchange, such security shall be valued at the last quoted sale price on the valuation date of the principal exchange on which such security is traded. Any other security or asset for which there is no readily available price quotation shall be valued in a manner determined in good faith by Manager to reflect such security's fair market value. 9. Liability of Manager and Indemnification 9.1. Liability In providing services under this Agreement, it is agreed that, except for negligence, malfeasance, or violation of applicable law, neither Manager nor any of its officers, directors, agents, members, managers, controlling persons and employees ( Manager s Associates ) shall be liable for any action performed or for any errors of judgment in managing Client's Accounts under this Agreement. However, the federal securities laws impose liabilities under certain circumstances and, therefore, nothing contained in this Agreement with respect to liabilities should be construed as limiting Client's rights under applicable state or federal securities laws Indemnification Client indemnifies, defends and holds harmless Manager and Manager s Associates from and against any and all loss, damage, claim, cost, judgment liability or expense (including, but not limited to, reasonable attorneys fees and expenses associated therewith) incurred by them arising out of the performance by Manager of its duties with respect to the Accounts, except to the extent it is determined that Manager has violated the Act or such other laws as set forth in section 9.1 above. Horizon Investments Advisory Agreement - Page 3

4 9.3. No liability for third-party conduct Manager shall have no liability for any act or omission of a custodian, broker-dealer or other third party service provider. If any losses are suffered by Client or Client's beneficiaries as a result of any act or omission of a custodian, broker-dealer or other third party service provider, Client will seek any recovery or pursue any remedy available to it against such custodian, broker-dealer or other third party service provider, as appropriate, and Manager shall have no responsibility relating thereto. 9.4 No Warranty Manager makes no guarantees, promises, representation or warranties of any kind concerning the performance of any investments made on Client s behalf. The investments made by Manager on behalf of Client, are subject to risk including, general market risk, currency fluctuations, and economic conditions. The investments made by Manager fluctuate in price and may be sold at a price lower than the purchase price resulting in a loss of the Client s principal. They may also be sold at a price that yields a return to client which is lower than any or all indices. 10. Voting of Securities Manager will not be required to take any action or render any advice to Client with respect to voting of proxies solicited by or with respect to the issuers of securities in which assets of the Accounts may be invested from time to time. 11. Representations: ERISA Accounts In the event that the Accounts are subject to ERISA, Manager (i) represents that it is an investment adviser registered pursuant to the applicable provisions of the Act and (ii) acknowledges that it is a "fiduciary" (as defined by ERISA) with respect to assets of the Accounts entrusted to Manager's discretionary management. Manager has no fiduciary responsibility with respect to any assets outside of the Accounts. In the event that the Accounts are subject to ERISA, Client (i) represents that employment of Manager, including the right to make decisions with respect to the voting of proxies, if granted, is authorized by, has been accomplished in accordance with, and does not violate, the documents governing the Accounts, if any, (ii) represents that Client will furnish Manager with copies of all governing documents, and (iii) acknowledges that it is a "named fiduciary" with respect to the control or management of the assets of the Accounts and has authority to appoint Manager to manage the Accounts as set forth herein. 12. Legal Proceedings Manager has no obligation to advise and has no obligation to undertake, and will not take, any action on behalf of Client in any legal proceedings, including bankruptcies or class actions, involving any securities held in or formerly held in Client's Accounts. Manager will, however, forward to Client any notices received by Manager relating to class actions involving securities held in or formerly held in Client's Accounts. Horizon Investments Advisory Agreement - Page 4

5 13. Confidential Relationship All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except (i) as required to implement or enforce this Agreement, (ii) if required to do so by any law, court, or regulation, (iii) to any federal, state, or other governmental department, agency, institution, authority, regulatory body, court or tribunal, foreign or domestic, and includes arbitration bodies, whether governmental, private or otherwise having or asserting jurisdiction over it, (iv) if its attorneys advise it that it has a legal obligation to do so or that failure to do so may result in it incurring a liability to any other person, or (v) to its professional advisors and auditors. 14. Non-exclusive Contract Manager acts as adviser to other clients and may give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of the action taken, with respect to the Accounts. Manager shall have no obligation to purchase or sell for the Accounts, or to recommend for purchase or sale by the Accounts, any security which Manager, its principals, or employees may purchase or sell for themselves or for any other clients. Client recognizes that transactions in a specific security may not be accomplished for all client Accounts at the same time or at the same price. Manager has no obligation to seek to obtain any material, non-public information ("Inside Information") about any issuer or securities, or to purchase or sell for the Accounts the securities of any issuer on the basis of any Inside Information known by Manager. 15. Agreement Not Assignable No assignment (as that term is defined by the Act) of this Agreement or the advisory services performed hereunder may be made by Manager without the prior written consent of the Client. 16. Termination of Agreement This Agreement may be terminated at any time by either Client or Manager upon thirty (30) days prior written notice of such termination. Fees paid in advance, if any, with the exception of the non-refundable Principal Protection Program Fee, will be prorated to the date of termination and any unearned portion of prepaid fees will be refunded to Client. 17. Notices Unless specified otherwise herein, all notices, instructions, and advice with respect to securities transactions or any other matter contemplated by this Agreement shall be deemed duly given (i) to Manager when received in writing by Manager at the address set forth in Schedule 2 attached hereto (or such other address specified by Manager, in writing from time to time), (ii) to Client when deposited for first class mail, addressed (or delivered by hand) to client at the address set forth in Schedule 2 attached hereto (or such other address specified by Manager, in writing from time to time) and (iii) to the custodian or broker-dealer at such address as it may specify to Manager in writing. Horizon Investments Advisory Agreement - Page 5

6 18. Severability If any part of this Agreement shall be held void, voidable, or otherwise unenforceable by any court of law or equity, nothing contained in this Agreement shall limit the enforceability of any other part. 19. Entire Agreement; Governing Law This Agreement constitutes the entire agreement of the parties with respect to the subject matter and can be amended only by written document signed by all of the parties. 20. Acknowledgement of Disclosure Statement Please INITIAL ONLY ONE of the spaces below: Client hereby acknowledges having received a copy of the Investment Advisory Brochure containing the information set forth in Part II of Manager's Form ADV at least 48 hours prior to the date of execution of this Agreement shown below; OR Client hereby acknowledges receipt of a copy of the Investment Advisory Brochure containing the information set forth in Part II of Manager's Form ADV less than 48 hours prior to, but not later than, the date of execution of this Agreement shown below. Accordingly, Client shall have the option to terminate this Agreement, without penalty, within five (5) business days after the date of execution of this Agreement; provided, however, that any investment action taken by Manager with respect to the Accounts prior to the effective date of such termination shall be at Client's risk. 21. Jurisdiction The parties to this Agreement hereby irrevocably consents to the personal jurisdiction of the courts of the State of North Carolina located in the County of Mecklenburg and of the United States District Court for the Western District of North Carolina Charlotte Division (collectively, the Courts ), in any action to enforce, interpret or construe any provision of this Agreement or of any other agreement or document delivered in connection with this Agreement, and also hereby irrevocably waive any defense of improper venue or forum non conveniens to any such action brought in either of those Courts. The parties further irrevocably agree that any action to enforce, interpret or construe any provision of this Agreement will be brought only in either of those Courts and not in any other Court. 22. Choice of Law This Agreement shall be construed and the obligations of the parties hereunder shall be determined in accordance with the laws of the State of North Carolina (without regard to any conflict of laws provisions thereof). Horizon Investments Advisory Agreement - Page 6

7 Each of the undersigned hereby acknowledges that he or she has read the foregoing Agreement in its entirety, including the Schedules and Exhibits attached hereto, understands the provisions therein, and agrees to be bound by this Agreement. AGREED AND ACCEPTED BY CLIENT: Signature: Client Name: Date: Signature: Client Name: Date: HORIZON INVESTMENTS, LLC: Signature: Manager Name: Title: Date: Horizon Investments Advisory Agreement - Page 7

8 SCHEDULE 1 STANDARD FEE SCHEDULE FOR ACTIVE ASSET ALLOCATION PORTFOLIOS Horizon Investments, LLC's maximum annual fee rates are as follows: a. % per annum, of which 1.00% (100 basis points) will be paid to Horizon and ( basis points) will be paid to Horizon and then passed on to the solicitor which is charged quarterly in arrears based on the total market value of assets in the Accounts at the close of the each calendar quarter. Under some circumstances, fees may be negotiable. Additionally, a minimum fee may be applied to Client s Accounts. Any unearned portion of the Advisory Fees is refundable on a pro-rated basis upon termination of the Agreement. b. These fees cover investment advice only; a client may pay other additional fees, including, without limitation, execution and custody fees to third parties. c. For Client using Exchange Traded Funds (ETF s) may pay other additional fees, including execution and custody fees to third parties. Equity and ETF orders on assets held at Trust Company of America are subject to a fee of $ per share with a minimum price per order of $2.00. The equity and ETF fee is a pass through charge that is subject to change by notification of the custodian. Equity and ETF orders placed with special handing instructions (Fill or Kill, All or None, Good through Date, Do Not Reduce) will incur an execution fee of $0.02 per share with a minimum price per order of $2.00. d. 0.25% per year ( Program Fee ), which is charged IN ADVANCE based on the total protected value of assets in the Accounts at the beginning of each calendar year. The Program Fee, which is paid directly to Principal Guard for the services Principal Guard will render as the sub-adviser, is NON-REFUNDABLE. Principal Guard, LLC has no discretion with respect to the Accounts. Manager has complete discretion to act or refrain from acting upon the recommendations of Principal Guard, LLC concerning the Accounts. CLIENT UNDERSTANDS AND AGREES THAT THE PRINCIPAL PROTECTION MANAGEMENT STRATEGY FOR WHICH PRINCIPAL GUARD SUB-ADVISES WILL NOT ENGAGE UNTIL THE FIRST DAY OF THE NEXT CALENDAR MONTH FOLLOWING THE DATE OF THE SIGNING OF THIS AGREEMENT. CLIENT ALSO UNDERSTANDS AND AGREES THAT THE PRINCIPAL PROTECTION FEATURE APPLICABLE TO THIS PRODUCT IS NOT GUARANTEED IN ANY WAY. IT IS AN INVESTMENT STRATEGY WHICH SUPPLEMENTS THE PRIMARY STRATEGY BY SYSTEMATICALLY WITHDRAWING ASSETS FROM THE PRIMARY STRATEGY AND INVESTING THOSE ASSETS IN A PORTFOLIO OF HIGHLY RATED FIXED INCOME PRODUCTS DEPENDING UPON THE PERFORMANCE OF THE PRIMARY STRATEGY AND OTHER CRITERIA. It is important to note that Horizon Investments Advisory Agreement - Page 8

9 the principal protection feature employed hereby may NEVER trigger a withdrawal of assets from the primary strategy to be moved to a highly rated fixed income product. The Program Fee will be collected each year based upon the application of the monitoring of the primary strategy, not any action taken with respect to the assets. Accepted and Agreed: Client Signature Client Signature Horizon Investments Advisory Agreement - Page 9

10 SCHEDULE 2 Notice and Contact Information for Client Name: Address: City: State: Zip: _ Phone Number: Fax Number: Tax ID: Notice and Contact Information for Manager Name: Brad Stoehr Address: Ballantyne Corporate Place, Suite 225 City: Charlotte State: NC Zip: 28277_ Phone Number: (704) Fax Number: (704) Horizon Investments Advisory Agreement - Page 10

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