Atria Investments Sub-Advisory Agreement

This Sub-Advisory agreement ( Agreement ) is entered into on, 200, ( Effective Date ) by and between Atria Investments LLC, a North Carolina limited liability corporation with its principal place of business at 5935 Carnegie Blvd., Suite 301, Charlotte, North Carolina 28209 (hereinafter ATRIA ), and with its principal place of business at (hereinafter FA ). FA is the financial advisor of each client identified, from time to time, on a separate Schedule C attached hereto ( Client ) on whose behalf FA is entering into this Agreement for the purpose of subscribing one or more investment accounts of Client (each, an Account, and all Accounts of Client collectively, the Client Portfolio ) in the overlay portfolio management services ( OPM Services ) provided by ATRIA. For Accounts subscribing to OPM Services, FA must complete a corresponding Schedule C and submit it ATRIA. Over the term of this Agreement, additional Accounts of new or existing Clients may subscribe for OPM Services by FA submitting to ATRIA a corresponding Schedule C. A Client will not receive OPM Services until ATRIA executes its acceptance and agreement on the applicable Schedule C. The provision of OPM Services for each Account of each Client will be governed by this Agreement and the Schedule C applicable to the Account. 1. Services. (a) Client Profile. FA will provide Client with information to assist Client in developing and evaluating Client s investment objectives and risk tolerance through the use of a client profile completed by Client (the Client Profile ) and other relevant information. The Client Profile will be used by the FA to assist the Client in determining the suitability of the OPM Services for the Client. The information provided by Client will be used by the FA to provide ATRIA specific instructions for implementing the Client-specified model portfolio and tax strategy, if applicable, for Client, including the investment in individual equity securities in accordance with certain strategies, and investment in equity or fixed income mutual funds or exchange-traded funds ( ETFs ). FA acknowledges and agrees that FA will promptly provide ATRIA with all material information regarding Sub-Manager or security selections, notifications of Account additions or withdrawals, Account restrictions, Client tax information, and similar information relevant to ATRIA s performance of the OPM Services hereunder. To the extent applicable, FA, and not ATRIA, will ensure compliance with Rule 3a-4 under the Investment Company Act of 1940 with respect to, among other things, annual contacts with and quarterly notifications to Client required by such rule. (b) FA Services. FA will assist the Client with the steps necessary to open Accounts with the broker-dealer specified in Schedule C ( Designated Custodian ),including: (i) the execution of a separate custodial agreement with Client and Atria Investments Sub-Advisory Agreement includes the selection of a fee schedule for the Designated Custodian s services appropriate for the Client; (ii) providing instructions for deposit of investment funds and/or the transfer of Client assets into Client Accounts; (iii) assisting Client in the selection of Sub-Managers (as hereinafter defined) and, if appropriate, in equity or fixed income mutual funds or ETFs for the Client Portfolio as provided herein and the designation of any investment restrictions or limitations for each Client Account, if applicable, and (iv) if applicable, assisting Client in providing tax information (including tax basis information) in connection with the Client Portfolio. FA will be available to Client on an ongoing basis to consult with and advise Client on the investment of the Client Portfolio and to receive investment, deposit and withdrawal instructions from Client for transmission to Designated Custodian and ATRIA. FA acknowledges, understands and agrees that any and all reviews, evaluations and analysis of Sub-Managers, their respective investment performance and the investment performance of the Client Portfolio will be conducted by FA and communicated to Client by FA, and that ATRIA has no obligation or responsibility under this Agreement to conduct such reviews, evaluations or analysis for Client or FA or otherwise communicate such to Client or FA. FA acknowledges that if Client elects the tax management feature, ATRIA will rely on the tax information provided by Client through FA, and, to the extent such information is inaccurate or incomplete, the tax strategy developed by ATRIA for Client may be adversely affected. The provision of complete and accurate tax information for Client, if electing tax management, is the sole responsibility of FA and must be communicated to ATRIA by FA. (c) OPM Services. ATRIA has contracted to receive model strategies, consisting of investment recommendations, from third party asset managers (the Sub-Managers ). The list of currently available Sub-Managers shall be found in the then current version of the WealthADV Investing Center Participating Strategy Providers brochure. FA may also elect to define its own investment strategy models consisting of eligible securities (the FA Models ) as designated in one or more Schedules D. FA and Client may utilize the combined investment recommendations of one or more Sub-Managers, any FA Models, and any mutual funds or ETFs for an Account or group of Accounts. FA shall specify and name such combinations of Sub-Managers, FA Models, mutual funds and ETFs (the FA Composites ) as designated in one or more Schedules E. FA must designate in Schedule C the FA Model or FA Composite Client selects to provide recommendations to ATRIA with respect to the Account or group of Accounts. FA acknowledges, understands and agrees that ATRIA, and not the Sub-Manager or FA, will construct, manage and trade Accounts in accordance to the instructions provide by FA to ATRIA as specified in the applicable Schedule C. A summary of the limitations on each Sub-Manager s responsibilities is set forth in Schedule B attached hereto. FA also acknowledges Designated Custodian (the Custodial Agreement ) which and understands that as a result of the combination of model 20080412 ATRIA Sub-Advisory Agreement 1

ATRIA as specified in the applicable Schedule C. A summary of the limitations on each Sub-Manager s responsibilities is set forth in Schedule B attached hereto. FA also acknowledges and understands that as a result of the combination of model strategies selected by the Client, and the Client s individual tax situation (if the Client has elected to receive tax management), that the portfolio implemented for Client by ATRIA may vary from the investment strategy designed by the Sub-Manager or FA, and will be re-balanced or adjusted periodically determined by ATRIA in its sole discretion. ATRIA, utilizing the investment recommendations provided by the FA Composite or FA Model, shall provide discretionary investment management services to Client. ATRIA will keep records of all transactions reported to ATRIA by Designated Custodian. In addition, ATRIA will endeavor to keep these records accurate but cannot take responsibility for the accuracy of information furnished to ATRIA by others. Each Client Account initially will consist of such cash and securities as FA, on behalf of Client, designates for deposit in the Account. Thereafter, the Account will consist of such initial assets plus or minus such additions or withdrawals as Client makes from time to time and plus or minus any debits as provided hereunder. With respect to any securities transferred into an Account from another account, FA, on behalf of Client, hereby authorizes ATRIA to sell any or all of such securities which FA does not specify to ATRIA on Schedule C as not to be sold. ATRIA reserves the right not to accept any security into an Account which ATRIA reasonably believes impairs its ability to effect the Sub- Manager selections, tax management services, group OPM Services or Account restrictions of the Client Portfolio. (d) Tax Overlay Portfolio Management ( Tax OPM ). If elected by FA, on behalf of Client, on Schedule C, ATRIA will implement Tax OPM services in the Account. In providing Tax OPM services, ATRIA will consider the tax consequences of transactions in the Account and will evaluate recommendations received from FA and/ or Sub-Managers or generated by ATRIA in the context of such consequences. FA understands that ATRIA may, in light of other considerations in an Account, effect transactions in the Account even though such transaction may generate taxes. ATRIA makes no guaranty that taxes in the Account will be reduced. By selecting Tax OPM, FA hereby acknowledges and understands, and agrees to inform Client of, (i) the benefits and limitations of Tax OPM services, (ii) that Client will pay an additional fee (the Tax OPM Fee ) as set forth in the Schedule A, (iii) that Tax OPM services are provided solely in connection with the Account and that ATRIA does not provide general tax planning services, and (iv) ATRIA will rely solely on the tax information provided by Client through FA and that to the extent such information is inaccurate or incomplete, the tax strategy developed by ATRIA for Client may be adversely affected. The provision of complete and accurate tax information for those Clients who elect Tax OPM is the sole responsibility of FA. FA represents that FA and Client have concluded that Tax OPM services are appropriate for Client s circumstances. (e) Group Overlay Portfolio Management ( Group OPM ). If elected by FA, on behalf of Client, on Schedule C, ATRIA will implement Group OPM services for the group of designated Accounts. In providing Group OPM services, ATRIA will make best efforts to apply the specified FA Model or FA Composite across the designated group of Accounts. In providing Group OPM services, ATRIA will consider the relative value of each Account in the group and each Account s tax status in evaluating how the recommendations received from Sub-Managers and/ or FA will be implemented in each of the Accounts in the group. FA understands that ATRIA will not transfer cash or securities amongst the Accounts in the group as part of the Group OPM services. FA also understands that ATRIA may, in light of other considerations in the group of Accounts, effect transactions in the Accounts even though such transaction may generate taxes. ATRIA makes no guaranty to how effectively the specified FA Model or FA Composite will be implemented across the Account group. By selecting Group OPM services, FA hereby acknowledges and understands, and agrees to inform Client of, (i) the benefits and limitations of selecting Group OPM services, (ii) that Client will pay an additional fee (the Group OPM Fee ) as set forth in the Schedule A, (iii) that Group OPM services are provided solely in connection with the designated Accounts, and (iv) ATRIA will rely solely on the information provided by Client through FA and that to the extent such information is inaccurate or incomplete, the Group OPM services provided by ATRIA for Client may be adversely affected. The provision of complete and accurate information for those Clients who elect Group OPM services is the sole responsibility of FA. FA represents that FA and Client have concluded that Group OPM services are appropriate for Client s circumstances. (f) Custodial and Trading Services. The Designated Custodian will provide custodial account and trading services to Client. Services provided by the Designated Custodian include custody of individual securities and mutual funds for the benefit of Client Accounts, effecting trades of securities and funds as directed by ATRIA, monthly account statements, certain required tax reporting, delivery of proxy materials and other similar services. FA should carefully review with Client all the terms and conditions of the agreements Client signs with the Designated Custodian. All aspects of Client s account with the Designated Custodian are governed by the terms and conditions described in Custodial Agreement and not by this Agreement. ATRIA shall not have, or be deemed to have, custody or possession of any assets of Client. (g) Directed Brokerage Instruction. FA, on behalf of Client, hereby directs ATRIA to effect all brokerage transactions for the Client Portfolio through the Designated Custodian. FA acknowledges and understands that this directed brokerage arrangement may impair ATRIA s ability to obtain the lowest commissions or to obtain best execution or best pricing (through bunched orders or otherwise) in all cases. ATRIA will not accept instructions from FA or Client directing that Client Portfolio brokerage be directed through a broker-dealer other than the Designated Custodian. 2. Investment Management Authorization. (a) Appointment of ATRIA. FA, on behalf of Client, hereby appoints ATRIA to act as the Client s agent and attorney-in- 20080412 ATRIA Sub-Advisory Agreement 2

fact with discretionary power to buy, sell or otherwise effect transactions in stocks, mutual fund and ETF shares and any other securities for the Client Portfolio and in the Client s name without consulting FA or Client in advance. FA acknowledges that ATRIA will be solely responsible for the day-to-day investment management decisions for the Client Portfolio, and that neither FA nor any Sub-Manager will be responsible for making or be authorized to make such decisions. ATRIA shall not be liable for any loss or costs that may result from any activity in the Client Portfolio not initiated ATRIA. Client will receive confirmations of all trades executed in the Client Portfolio from the Designated Custodian as provided in the Custodial Agreement. (b) Account Restrictions. If applicable, FA, on behalf of Client, shall have the right to impose reasonable restrictions with respect to the investment of each Client Account by ATRIA, including restricting investments in specific securities. FA may also request the inclusion of securities currently owned by Client in any Client Account, subject to acceptance or rejection of such securities by ATRIA in its sole discretion. Such restrictions and inclusions must be indicated on Schedule C, and are subject to the approval of ATRIA in its sole discretion. In the event such restrictions exclude a specific security or type of security included in the model strategy designed by the Sub-Manager and selected by the FA for Client, such excluded security shall result in one of the following: (i) no security will be selected to replace such excluded security and the amount of other securities included in the model portfolio will be increased proportionally; or (ii) the funds allocated to the excluded security will be placed in a money market account or otherwise be held in a cash position, all as determined in ATRIA s sole discretion. If Client elects the tax management feature, FA acknowledges that the inclusion of currently owned securities, or the failure to provide complete and accurate tax information with respect to such currently owned securities, may adversely affect the tax strategy developed by ATRIA for Client. In the event FA or Client wishes to impose restrictions on a Client Account once it is already established, Client must execute a revised Schedule C, which is subject to the approval of ATRIA. (c) Potential Conflicts of Interest. FA understands that differing investment objectives, taxes and other factors affect the desirability of particular transactions for different investors. FA understands that ATRIA, the Sub-Managers, and their affiliates, may perform advisory services for various clients, and that such parties may give advice or take actions for other clients that differ from the advice given for the Client Portfolio. In addition, FA acknowledges and, subject to compliance with applicable law, agrees that ATRIA s and the Sub-Manager s clients and customers, as well as ATRIA s and the Sub-Manager s respective affiliates, shareholders, members, partners, directors, managers, officers, employees and authorized agents and members of their respective families (collectively, Related Persons ), may buy, sell or hold the same securities as may be bought, sold or held for the Client Portfolio. FA further acknowledges and agrees that (i) ATRIA performs investment advisory services for various clients, which may differ from advice given and action taken with respect to the Client Portfolio or from the timing or nature of advice or action taken with respect to the Client Portfolio; (ii) ATRIA will not be obligated to purchase or sell, or to recommend for purchase or sale, any security for the Client Portfolio that ATRIA or its Related Persons may purchase or sell for their own accounts, or for the account of any other client; (iii) confidential, material, non-public information acquired by ATRIA in the course of ATRIA s securities activities may not be used in connection with the Client Portfolio in any way; (iv) ATRIA will not be required to render advice or engage in any transaction or take any other action concerning any security on the basis of any information which in ATRIA s judgment might involve a violation of the law or a breach of any fiduciary or confidential relationship by ATRIA or any its Related Persons; and (v) ATRIA is authorized in its discretion to exclude securities and other properties from any account, including the Client Portfolio, if at any time transactions therein may, in ATRIA s judgment, result in a possible violation of the law. FA also understands that cash awaiting investment or reinvestment may be invested in a money market account. (e) Proxies. FA and/or Client are solely responsible to vote the proxies and receive other issuer-related material with respect to the securities held in the Client Account, as indicated in the relevant section of the Designated Custodian Account Application. ATRIA and the Sub-Managers shall not advise or act for FA or Client with respect to any legal matters, including bankruptcies or class actions, with respect to securities held in the Client Portfolio. (f) Termination of Authorization. This authorization is a continuing one and shall remain in full force and effect and be relied upon until a written notice of termination is delivered to pursuant to Section 8(b) or (c) below. Notwithstanding the foregoing, this Agreement will remain in effect until all trades initiated prior to receipt of notice have cleared in the Account. (g) Consultation and Instructions. ATRIA will be reasonably available to the FA for consultation regarding the implementation of OPM Services for the Client Portfolio. FA shall provide all Client instructions to ATRIA, promptly upon receipt from Client, in writing to the facsimile numbers and persons indicated in this Agreement or, with ATRIA s express permission, by email or web-based form. ATRIA shall not be liable for any loss that may result from miscommunications, misunderstandings, or unauthorized instructions. In a case of doubt, ATRIA may, in its discretion, refuse to execute FA instructions and shall not be liable therefor. (h) Independent Contractor. For all purposes of this Agreement, ATRIA shall be deemed to be an independent contractor and shall, except as provided herein or otherwise authorized, have no authority to act for or represent Client or FA. Nothing herein contained shall constitute ATRIA, FA or Client as members of any partnership, joint venture, association, syndicate or other entity, or be deemed to confer on any party hereto any express, implied, or apparent authority to incur any obligation or liability on behalf of each other. It is expressly agreed that ATRIA is not a promoter, sponsor, or issuer with respect to FA, Designated Custodian or Client. (i) Trading. Investment decisions for each account managed by ATRIA are made independently of each other in the light of differing investment guidelines and other conditions. 20080412 ATRIA Sub-Advisory Agreement 3

However, from time to time, it may be appropriate for more than one of the accounts managed by ATRIA to trade in the same securities at the same time. As a general rule, such orders are combined (or bunched) to the extent that all such clients are utilizing the same designated custodian and allocations among ATRIA s clients utilizing the same designated custodian and acquiring or disposing of the same securities on the same day are effected on a pro rata basis, based on the relative value of the accounts, or otherwise on a allocation amount determined at the time of the order. For partial fill orders, as a general rule, that portion of the order that has been filled will be allocated to all participating accounts in the same manner that the entire order would have been allocated and ATRIA and its Related Persons may not participate in such orders until all client needs are satisfied. If the orders are combined (or bunched), each of the accounts utilizing the same designated custodians will have their same day orders filled on an average price basis (such that each receives the same price based on the prices obtained by the designated custodian). Accounts of ATRIA s Related Person s may be included in the combined orders and are subject to the same allocation methodology and average pricing, as well as ATRIA s Code of Ethics. Although, in any given case, this practice could have a detrimental or beneficial effect upon the price or value of the security in the Account, ATRIA believes that on an overall basis such practice is beneficial to Client and the Account, and ATRIA will continue such practice so long as it is believed to be beneficial to Client and the Account. Using this practice, it is ATRIA s policy and goal to be fundamentally fair on an overall basis with respect to all client accounts, including the Account(s). However, there can be no assurance that on a trade-by-trade or overall basis that any particular client will not be treated more or less favorably than another client, including Client. ATRIA will not combine (or bunch) orders for Client s Account(s) with orders of other clients placed with broker-dealers other than the Designated Custodian. 3. Fees. (a) Account Fee. FA agrees on behalf of Client that Client will pay ATRIA an OPM Base Fee and, if applicable, the Tax OPM Fee and/ or Group OPM Fee (collectively, the OPM Fee ) in accordance with the Schedule A, which is deemed incorporated by this reference. FA agrees on behalf of Client that Client will also pay the fee(s) associated with each Sub- Manager or FA Model selected for the Account by Client (the Model Management Fee ) in accordance with the Schedule A. The OPM Fee and Model Management Fee for each Account (collectively, the Account Fee ) shall be payable solely to ATRIA. ATRIA shall be responsible for the disbursement of all fees due to Sub-Managers. ATRIA will determine the net asset value of the Client Portfolio based on the value of the securities and cash equivalents in the Account plus (or minus) net cash credit (or debit) balance in the Account. The value of a security will be determined based on information ATRIA receives from the Designated Custodian and will typically be based on the price of the last sale of the security on the principal securities exchange on which the security is traded, the most recently quoted average bid and ask price therefor, in the case of a security that is not so traded, or in accordance with the Designated Custodian s valuation procedures, in the case of a security that is not so traded or quoted. At the end of each month, ATRIA will present a billing statement for the Account Fee to the Designated Custodian. It is expected that the Designated Custodian will render to Client a monthly statement indicating the total value of each Account, any additions to or withdraws from the Account and the Account Fee and other fees charged to the Account for such month. Although ATRIA will strive to ensure that the Account Fee is calculated properly and accurately, FA acknowledges that the Designated Custodian will not determine whether the Account Fee is properly calculated, and FA agrees that it is FA s responsibility to verify the accuracy of the Account Fee calculation. FA, and not Client, will contact ATRIA to obtain further information concerning Account Fee calculations. With respect to the first calendar month when an Account is opened and the calendar month when an Account is closed, the ATRIA Fee will be determined based on the actual number of days the Account is open. With respect to the selection or termination of a Sub- Manager during any month, the Sub-Manager Fee will be determined based on the actual number of days the Account utilized the Sub-Manager s strategy. (c) Other Fees; Third Parties. FA understands that ATRIA, the Sub-Managers and their agents will be compensated in connection with their respective roles in the provision of the OPM Services, provided that the only fee payable by Client shall be the Account Fee. Notwithstanding the foregoing, the Account Fee does not include any separate fees or charges of the Designated Custodian, which shall be specifically set forth in the Custodial Agreement, or FA, which shall be specifically set forth in an agreement between FA and the Client. Client may also bear certain charges imposed by third parties other than those listed above in connection with investments made through the Client Portfolio in mutual funds and ETFs, including but not limited to distribution fees, servicing fees, and sub-accounting fees. It is understood that fees paid to fund managers by mutual funds and ETFs are deducted from each fund s net asset value and as such shall be an indirect expense of the Client Portfolio. FA understands and agrees that the fees charged to the Client Portfolio may be higher than fees charged by other investment advisors for similar services and that individual securities, ETFs, and mutual funds can be purchased directly without enrollment in the OPM Services. 4. Authorization to Debit Account. FA, on behalf of Client, hereby authorizes Designated Custodian, on behalf of ATRIA, to debit the Account Fee and, if applicable, the Minimum Account Fee directly from the Client Account and to remit such payments to ATRIA for ATRIA s account. FA, on behalf of Client, agrees that the Account Fee will be payable from the redemption or withdrawal (which FA, on behalf of Client, hereby authorizes) of Client s shares of any money market account or cash balances within the Client Account. In the event that Client s balances in money market accounts or other Account cash balances are insufficient to pay the Account Fee, FA, on behalf of Client, acknowledges and agrees that securities in 20080412 ATRIA Sub-Advisory Agreement 4

the Client Account may be sold (the selection of which is in ATRIA s sole discretion) in order to generate sufficient cash with which to pay the fee. 5. Additions to and Withdrawals from the Account Client may request periodic withdrawals at the time the Client Account is opened. Client may make additions to the Client Account at any time. FA may withdraw assets on behalf of Client from Client Account only after FA s five (5) business days written notice to ATRIA. In the event withdrawals cause Account s value to fall below the Minimum Account Value for the billing period, FA understands and agrees on behalf of Client that Client shall be liable for an Account Fee based upon the Minimum Account Value. FA understands that withdrawals of assets may impair the achievement of Client s investment objectives. For the purposes of this Agreement, a business day is any day on which the New York Stock Exchange is open for regular trading activity. 6. FA Representations, Warranties and Agreements FA hereby represents and warrants to, and agrees that: (a) FA has the legal capacity to enter into this Agreement, and that the person executing this Agreement on FA s behalf has full power and authority to execute this Agreement on FA s and Client s behalf. FA also represents and agrees that the terms hereof do not violate any obligation by which FA or Client is bound, whether arising by contract, operation of law, or otherwise, and that FA s execution, delivery and performance of this Agreement and Client s performance of Client s obligations hereunder will be binding upon FA and Client, respectively, in accordance with the terms hereof and will not violate any obligations by which FA or Client is bound, whether arising by contract, operation of law or otherwise. FA hereby certifies to ATRIA that Client is not subject to withholding due to notified payee underreporting under Section 3406(a)(1)(C) of the Internal Revenue Code. (b) FA understands that ATRIA s authority to perform under this Agreement on Client s behalf is dependent on, and derivative of, the authority FA has received from Client with respect to the transactions contemplated hereunder. Consequently, FA has, and during the term of this Agreement will have at all times, such discretionary authority and such powers of attorney as are necessary and sufficient to allow ATRIA s performance, and to cause Client s performance, hereunder, including, without limitation, the legal authority to bind Client to the agreements hereof, retain ATRIA to provide OPM Services for the Client Portfolio, appoint ATRIA as Client s agent and attorney-in-fact with respect to the Account(s), incur Client s liability for the Account Fee and, if applicable, the Minimum Account Fee and authorize the Designated Custodian to debit the Account(s) for the Account Fee and, if applicable, the Minimum Account Fee for payment to ATRIA. (c) FA represents that Client is the owner of all of the assets that Client places in an Account and that there are no restrictions on the transfer, sale or public distribution or ownership of any such assets, and no option, lien, charge, security or encumbrance exists or will, due to any act or omission by Client, exist over any of said assets. (d) FA is entering into this Agreement solely on Client s behalf and not as a nominee for any other person or entity. FA and Client have not and will not make any deposit to or withdrawal from an Account or otherwise engage in any activity in connection with an Account for the purpose of concealing either (i) the true source or ownership of Account assets; or (ii) that such assets were derived from any criminal activity. FA is primarily responsible for compliance with applicable U.S. anti-money laundering ( AML ) laws and rules with respect to Client, has appropriate AML policies and procedures, and agrees to provide ATRIA such information and certifications as ATRIA may request in connection therewith, including any information ATRIA deems appropriate to satisfy ATRIA s obligations under applicable AML laws and rules. (e) The information provided by or through FA to ATRIA, including information furnished in any Client Profile or new account documentation (which information is incorporated herein by reference and made a part hereof), is accurate and complete in all respects. The information provided by FA to ATRIA represents all material information regarding Client s Account restrictions and similar information relevant to ATRIA s management of the Client Portfolio as contemplated hereunder. FA agrees to inform ATRIA immediately, in writing, of any material change in Client s circumstances or in any information supplied or completed by or on Client s behalf, which might affect the manner in which Client s assets or Account should be maintained or invested and further agrees to provide ATRIA with any such information as ATRIA or its representatives shall reasonably request. FA has caused the Client to understand the investment approach, related risk factors, and fees associated with investing through the Client Portfolio. (f) FA is either (i) registered as an investment advisor with the Securities and Exchange Commission ( SEC ) or in the state in which its principal offices are located, as provided under the Investment Advisers Act or 1940, as amended (the Advisers Act ), or (ii) exempt from registration under the Advisers Act by virtue of its status as a bank and the provisions of Section 202(a)(11)(A) of the Advisers Act. FA agrees to provide each Client with a copy of ATRIA s current Form ADV Part II brochure ( Brochure ) and ATRIA s current privacy policy notice ( Notice ) not less than 48 hours prior to FA s submission to ATRIA of a Schedule C for Client, and to provide Client s written acknowledgement of receipt, and FA s certification of delivery to Client, of the Brochure and Notice to ATRIA upon FA s submission to ATRIA of a Schedule C for Client. If requested in writing by ATRIA, FA also agrees to offer annually to Client a copy of the then-current Brochure and to provide annually ATRIA s then-current Notice and provide written evidence of delivery of such offer and Notice to ATRIA. If Client requests a copy of ATRIA s Brochure, FA shall send such Brochure to Client within seven days of the request and notify ATRIA of such request and provide ATRIA with proof of delivery of the 20080412 ATRIA Sub-Advisory Agreement 5

Brochure. Further, FA agrees to provide Client with copies of any amended Brochure upon ATRIA s request. 7. Limitation of Liability; Indemnification (a) NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. (b) FA, on its own behalf and on behalf of Client, acknowledges that ATRIA, FA, the Designated Custodian, the Sub-Managers and their employees, are neither agents nor employees of each other or of any of their affiliates, and that no such party shall be liable to Client or any other such party for any act of omission of another such party or its employees. ATRIA has no responsibility to open a custodial account for Client and will have no liability with respect to custody arrangements or acts, conduct or omissions by the Designated Custodian. (c) ATRIA shall have no liability for Client s failure to inform FA or FA s failure to notify ATRIA in a timely manner of any material change in Client s financial circumstances that might affect the manner in which Client s assets are invested, or to provide ATRIA with any material information as to Client s financial status or objectives as ATRIA may reasonably request, or any material changes thereto. (d) To the maximum extent allowed by applicable law, FA and Client agree to hold harmless ATRIA and Sub-Managers, and their respective members, partners, officers, directors, managers, agents, employees, and affiliates from any and all claims, liabilities, losses, lost profit or loss of market value in the Client Account(s), costs, indebtedness or liabilities arising from the investment recommendations of ATRIA and Sub- Managers or the investment decisions made by ATRIA (collectively, the Claims ); provided that such limitation of liability shall not apply to any Claims that are finally judicially determined to have resulted from the gross negligence, bad faith, or violation of Federal or State securities laws by any such party, or the breach by ATRIA of any term of this Agreement; provided, further, that ATRIA shall not be held harmless with respect to any such Claim that results from ATRIA s breach of any fiduciary duty owed Client; and provided, further, that the provisions hereof shall not supersede or otherwise limit the effect of any provisions contained in any separate agreement between Client and any other person. The provisions of this paragraph shall survive any termination of this Agreement. The losses referred to in this paragraph include, but are not limited to, losses due to (i) market fluctuations that occur while new accounts/contributions/withdrawals /account adjustments are being processed, and (ii) delays in trading accounts that are caused by limitations imposed by any third party over which ATRIA has no reasonable control, including delays in the delivery of Sub-Manager investment recommendations to ATRIA. (e) FA understands that the OPM Services do not guarantee any investment results and there can be no assurance that the OPM Services will improve after-tax investment performance. Further, ATRIA makes no representation or warranty as to the potential investment profits or any other benefits that may be achieved by Client s participation in the OPM Services. (f) FA and Client hereby agree to indemnify and hold ATRIA and its members, partners, officers, directors, managers, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys fees and expenses) arising out of (1) any misrepresentation or omission of a material fact by Client or FA, or (2) Client s or FA s failure to perform their respective obligations under this Agreement. The indemnification obligation set forth in this paragraph shall survive the termination of this Agreement. (g) FA understands that, in advising Client and otherwise performing services for Client, ATRIA may use the recommendations, asset allocation models and portfolios formulated by the Sub-Managers and other third parties, which are based, in part, on data, facts, and materials provided to ATRIA by third parties. Although such information is believed to be correct, neither Sub-Managers nor ATRIA warrants that the recommendations and/or models will meet any of the Client requirements, or that they will be accurate or error free, or that their use thereof will affect or improve investment performance. 8. Assignment; Termination. (a) Assignment. Except as in accordance with the provisions of the Investment Advisers Act or 1940, as amended (the Advisers Act ), this Agreement may not be assigned or transferred in any manner by any party without the prior consent of ATRIA and FA, on behalf of Client, provided that Client s and FA s consent may be obtained by negative consent if such process is not prohibited by applicable law. (b) Termination. This Agreement may be terminated by FA on behalf of a specific Client upon written notice to ATRIA. ATRIA may terminate this Agreement upon 5 days written notice to FA, provided that ATRIA may terminate this Agreement with respect to a specific Client immediately in accordance with Section 5 above and otherwise upon 5 days written notice to FA. Termination of this Agreement with respect to a specific Client shall not cause termination with respect to other Clients. If the Client Account is to be liquidated as the result of a termination notice, it is understood that ATRIA may take up to five (5) business days to effect such liquidation following the date the liquidation request was received. Termination of the Agreement in whole or with respect to a specific Client will not affect the liabilities or obligations of the parties arising from transactions initiated prior to termination. (c) Advisers Act Termination. If Client received ATRIA s Brochure less than forty-eight (48) hours prior to FA s submission of Client s Schedule C to ATRIA, FA, acting on Client s instructions, may cancel this Agreement within five (5) business days following FA s submission of Client s Schedule C to ATRIA by giving written notice of such cancellation to ATRIA. In such case, Client shall be responsible for any transactions executed prior to receipt of 20080412 ATRIA Sub-Advisory Agreement 6

written notice of cancellation, but shall not be responsible for the payment of the Minimum Account Fee or other penalty. FA, and not ATRIA, shall be responsible for any transactions executed after FA s receipt of the written notice of cancellation from Client but before ATRIA s receipt of such notification from FA. 9. Miscellaneous (a) Notices. All written notices to any party under this Agreement shall be sent to such party by hand, first class mail, facsimile transmission, or by certified mail, return receipt requested, at the address set forth below, or such other address as such party may designate in writing to the other. Financial Advisor: ATRIA: Atria Investments LLC. 5935 Carnegie Blvd, Suite 301 Charlotte, NC 28209 (b) Governing Law. This Agreement shall be construed under the laws of the State of North Carolina without regard to its conflict of laws principles. (c) Arbitration. FA, Client and ATRIA agree that any controversy or claim, including but not limited to claims arising out of alleged errors and omissions relating to Client s, ATRIA s or FA s obligations under this Agreement or out of alleged breaches of this Agreement, will be settled by arbitration in accordance with then in effect Code of Commercial Arbitration of the American Arbitration Association. Judgment on any award rendered by the arbitrator(s) in any such arbitration may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Mecklenburg County, North Carolina. Notwithstanding the foregoing, nothing in this Section will constitute a waiver of any right Client may have to choose a judicial forum to the extent such a waiver would violate applicable federal or state law. The provisions of this Section shall survive termination or expiration of this Agreement. (d) Investment Advisers Act Registration. ATRIA is registered as an investment advisor with the SEC or in the state in which its principal offices are located, as provided under the Advisers Act. (e) Severability. If any provision of this Agreement shall be held or made unenforceable by a statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while most nearly preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement and, to that extent, the provisions of this Agreement shall be deemed to be severable. (f) Confidentiality. Except for the provision of information and data to ATRIA pursuant to this Agreement, none of the Client information and data provided to ATRIA will be disclosed by ATRIA to any other non-related firm, person or entity without prior consent of Client procured by FA, unless such disclosure is required by law, rule or regulation. FA, on behalf of Client, consents to the disclosure and distribution of information to persons or entities affiliated or related to ATRIA, and the employees and agents thereof and to the disclosure of Client s Account number(s) and asset holdings to Sub-Manager(s) solely for the purpose of verifying any fee payable to such Sub-Manager(s) by ATRIA or its affiliates. (g) Third Parties. Client is intended to be a third party beneficiary of this Agreement. This Agreement is not otherwise intended to benefit any third party not expressly referred to in this Agreement. (h) Headings. Paragraph headings are for convenience only and are not of substantive effect. (i) Entire Agreement. This Agreement, together with each Schedule C made a part hereof, represents the entire agreement between the parties with respect to the subject matter contained herein. This Agreement, including each Schedule C, may not be changed orally, but only by an agreement in writing signed by the parties. [Signatures appear on next page] 20080412 ATRIA Sub-Advisory Agreement 7

IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of the parties as of the day and year first mentioned above. FA FIRM, on its own behalf and on behalf of each Client identified on each Schedule C appended hereto By: Name: Title: ATRIA INVESTMENTS LLC By: Name: Title: 20080412 ATRIA Sub-Advisory Agreement 8

Atria Investments Sub-Advisory Agreement Schedule A ATRIA Fee Schedule OPM Fees: Account Asset Value Base OPM Fee Group OPM Fee Tax OPM Fee Annual rate on First $100,000 0.150% 0.150% 0.225% Annual rate on Next $400,000 0.080% 0.080% 0.120% Annual rate on Next $500,000 0.070% 0.070% 0.105% Annual rate on Next $1,000,000 0.060% 0.060% 0.090% Annual rate on Next $1,000,000 0.050% 0.050% 0.075% Annual rate on Next $2,000,000 0.040% 0.040% 0.060% Annual rate on amounts thereafter 0.030% 0.030% 0.045% Quarterly Minimum Fee $18.75 $12.50 $18.75 Each Account incurs a Base OPM Fee. Group OPM and Tax OPM are optional services, selected by FA on an account by account basis. If either optional service, or both, is selected by FA for an Account the corresponding fee(s) shall apply. The Base OPM Fee, Group OPM Fee, and Tax OPM Fee are separate and additive, and collectively comprise the OPM Fee for an Account. The Base OPM Fee, Group OPM Fee, and Tax OPM Fee shall be payable quarterly in arrears based on the average daily value of each Account for the billing period. The above OPM Fee schedule is based upon the Standard tolerance band within which an Account is allowed drifts from the specified model allocation before rebalancing is triggered. The tolerance bands are defined on Schedule C and specified for each Account by FA. If FA specifies other than the Standard tolerance band on Schedule C, the following premium or discount shall apply to the OPM Fee for the Account: o Tight tolerance band: 25% premium o Wide tolerance band: 25% discount o Ultra-Wide tolerance band: 33% discount Fee calculation methodology: o Average daily value of the Account multiplied by the corresponding fee rates in the above table, multiplied by the number of days in the billing period divided by 365, multiplied by the Account Rebalancing Discount. o If the calculated fee amount is less than the quarterly minimum fee stated above, the minimum fee shall apply. Model Management Fees for FA Models: The Model Management Fee shall be payable quarterly in arrears based on the average daily value of each Account for the billing period and the number of trades generated as a result of changes to the FA Model. Fee calculation methodology: o Average daily value of the Account multiplied by the product of the percentage allocation to the Sub- Manager(s) or FA Model as specified on Schedule C and the associated Model Management Fee annual rate for the specified Sub-Manager or FA Model, multiplied by the number of days in the billing period divided by 365. Model Management fee rates for FA Models : Quarterly Trading volume from model changes Account Asset Value Active >25 trades Moderate 3-25 trades Passive <3 trades Annual rate on First $100,000 0.150% 0.113% 0.075% Annual rate on Next $400,000 0.080% 0.060% 0.040% Annual rate on Next $500,000 0.070% 0.053% 0.035% Annual rate on Next $1,000,000 0.060% 0.045% 0.030% Annual rate on Next $1,000,000 0.050% 0.038% 0.025% Annual rate on Next $2,000,000 0.040% 0.030% 0.020% Annual rate on amounts thereafter 0.030% 0.023% 0.015% 20080412 ATRIA Sub-Advisory Agreement 9

Atria Investments Sub-Advisory Agreement Schedule B Limitations on Sub-Manager Responsibilities Sub-Manager Investment Recommendations and Information. ATRIA and FA may use the model portfolios designed by Sub-Managers, which indicate the Sub-Manager s security rankings and/or purchase and sale recommendations (the Manager Models ), solely for the purpose of managing client accounts. The receipt of Sub-Manager information, including a Sub-Manager s performance information and Form ADV, is solely for informational purposes and such Sub-Manager information is not necessarily indicative of the investment management services provided by ATRIA or FA to client accounts or the associated performance. For purposes of this Schedule, Investment Recommendations means the purchase and sell recommendations in the form of model portfolios provided by Sub-Managers, decisions with respect to the delivery of securities or cash resulting from capital changes, mergers/reorganizations, spin-offs and the like as may be applicable to securities contained in model portfolios and data files supplied by Sub-Managers and any other information provided by Sub-Managers. Limitations of Sub-Manager Responsibilities. Although the Investment Recommendations may serve as information to ATRIA in making recommendations to clients, they are not a substitute for FA s and ATRIA s knowledge of the investment objectives and financial circumstances of each of its clients and ATRIA s exercise of its own judgment and investment discretion in applying the recommendations implicit in the Investment Recommendations to individual client accounts. Sub-Managers will not be exercising investment discretion with respect to client s account, within the meaning of Section 13(f) of the Securities Exchange Act of 1934. The Sub-Managers are providing non- discretionary investment advice and not investment research. Sub-Managers will not otherwise have investment discretion or have custody or control with respect to any client or any client account, and Sub-Managers will not be liable for the acts or omissions of any custodian, broker, dealer or other third party with respect to any client account. The Investment Recommendations made by Sub-Managers will not be: (i) based on the circumstances of, or otherwise tailored to, any individual client or (ii) deemed to be investment advice to or for any client. Sub-Managers also have no responsibility to: determine whether the Investment Recommendations are suitable for a particular client; place orders directly with custodians; contact or discuss any client account with the client; assure execution quality of trades in the client accounts; take any action with respect to any securities held in any client account, including, without limitation, the voting of proxies or giving any advice with respect to the voting of proxies in connection with any securities; provide account statements or reports to clients relating to their account positions or activity; select brokers or dealers; or execute trades. There is no agreement or understanding whatsoever pursuant to the Agreement of which this Schedule is a part or otherwise that Sub- Managers will provide individualized advice to any client; and Sub-Managers are not acting, or deemed to be acting, as a fiduciary (as defined under the Employee Retirement Income Security Act of 1974 ( ERISA )) to any client. ATRIA will, in its sole discretion, determine the timing of market purchases and sales of securities for client assets, as well as the overall application of the subscribed to Investment Recommendations to its clients portfolios. No Sub-Manager has any responsibility whatsoever for managing client portfolios in accordance with the investment objectives and guidelines set forth in client service agreements and questionnaires. Since clients may impose reasonable instructions and restrictions regarding the management of their accounts, such instructions, restrictions or other portfolio management considerations may affect the actual purchases ATRIA makes based on the Investment Recommendations of the Sub-Managers, and such discretion of ATRIA could affect the performance results of the Clients accounts. It is expected that the Designated Custodian utilized by clients will provide clients with confirmations of each trade (to the extent confirmations are required to be delivered under applicable law), and that clients receive statements of account at least quarterly. Sub-Managers have no responsibility for these functions. No Sub-Manager will exercise or make any recommendations as to the exercise of any option, warrant or other right or privilege associated with the securities and other property included from time to time in the Manager Models. No Sub-Manager will advise or act for ATRIA or FA or any client in any legal proceedings, including bankruptcies or class actions, involving securities or other property included or previously included in the Manager Models or the issuers of such securities or other property. Delay in Communication of Investment Recommendations. Sub-Managers may delay communicating to ATRIA information regarding the composition and weights of the Manager Models or any updates thereto after such information has been communicated 20080412 ATRIA Sub-Advisory Agreement 10

to ATRIA and its clients. Because information regarding the composition of the Manager Models and any updates thereto may be communicated to ATRIA on a delayed basis, Sub-Managers may have taken action or advised other clients, its affiliates and their respective partners, directors, officers and employees (collectively, Related Persons ) with respect to changes in the Manager Models before making recommendations or communicating this information to ATRIA. As a result, Sub-Managers and/or their Related Persons may have already commenced trading for its or their other clients before ATRIA has received or had the opportunity to evaluate or act on Sub-Managers recommendations. In this circumstance, trades ultimately placed by ATRIA for its clients may receive prices that are more or less favorable than the prices obtained by the Sub-Managers or their Related Persons for their client accounts. The delayed release of information contained in Manager Models may, in certain instances, reduce or eliminate the recommendation s usefulness to ATRIA and the appropriateness of investment decisions for clients based upon such recommendations. Disclosure of Client Information to Sub-Managers. Subject to the rules, regulations, policies and procedures regarding privacy that ATRIA adopts as required by law, ATRIA may provide to Sub-Managers a list of all client accounts allocated to their Manager Models, identified by account number, at any time during the preceding calendar quarter, or such other information relating to the portion of assets allocated to a Sub-Manager s Manager Models for the purposes of verifying the accuracy of the amount of Sub-Manager Fees due. Sub-Managers Disclaimer. The Investment Recommendations are supplied as is and there exists no express or implied warranty or guarantee from Sub-Managers: (i) of the performance of any particular investment/security or the Investment Recommendations (i.e., model portfolios); (ii) of fitness for a particular purpose or merchantability; (iii) that an ATRIA client s investment objectives, or any specific investing strategy or style, will be met; or (iv) that any one or more individuals associated with a Sub-Manager will be responsible for supplying the Investment Recommendations. 20080412 ATRIA Sub-Advisory Agreement 11