This Investment Advisory Agreement (“Agreement”) sets forth the terms and conditions under which we, Interchange Advisers LLC (“we,” “our,” or “us”), a registered investment adviser, will open and maintain one or more accounts in your name and on your behalf and otherwise transact business with you.

You and we agree:

1. Investment Advisory Services

Subject to the terms and conditions of this Agreement, we will provide you with the following services (collectively, “Investment Advisory Services”):

Investment Advisory Services: We will act as your investment adviser and provide you with advice (“Investment Advisory Services”) on the investment of the assets and brokerage account held at Interchange Clearing LLC, as custodian (the “Custodian”), that we are managing under this Agreement (the “Account” and, together with the assets held therein, the “Assets”). Our Investment Advisory Services will include us periodically monitoring and reviewing the Assets in accordance with your investment needs, goals, objectives and risk tolerance, as agreed upon (“Investment Needs”).

2. Scope of Engagement

You appoint us your attorney-in-fact and grant us limited power-of-attorney (coupled with an interest) with discretionary trading authority over the Assets to buy, sell and otherwise effect investment transactions related to the Assets. You authorize us, without prior consultation, consent or approval to (a) implement transactions for your Assets; (b) buy, sell and trade stocks, bonds, mutual funds, exchange traded funds, money-market funds and other securities; and (c) give instructions to the broker-dealer and the custodian of your Assets.

3. Fees

Our fee for the Investment Advisory Services provided under this Agreement will be made up of an asset-based fee (the “Investment Advisory Fee“). The Investment Advisory Fee will be prorated and paid based upon the average daily balance of the Assets under management of the previous billing period (“Billing Period”). No portion of the Investment Advisory Fee will be based on capital gains or appreciation of the Assets. There will be no increase in the Investment Advisory Fee without prior written notice.

You authorize us to deduct the Investment Advisory Fee directly from the Account pursuant to applicable custody rules, or in the event we are unable to deduct the Investment Advisory Fee, we will invoice you accordingly. It is your responsibility to verify the accuracy of the calculation of the Investment Advisory Fee; the Custodian will not do so.

In addition to the Investment Advisory Fee, unaffiliated third parties may impose certain charges. These charges may include, but are not limited to, custodial fees, brokerage commissions, transaction fees, charges imposed directly by a mutual or exchange traded fund, transfer taxes, and wire transfer and electronic fund fees.

4. Additions and Withdrawals

You may make additions to and withdrawals from your Assets at any time, subject to our right to terminate services regarding Assets. The Investment Advisory Fee is prorated and charged monthly, in arrears, based upon the average daily balance of the Assets being managed by us of the previous billing cycle. All withdrawals are subject to customary securities settlement procedures.

5. Custodian

We will not maintain physical custody of your Assets. Your Assets will be held in the custody of Interchange Clearing LLC a custodian meeting the requirements of a "qualified custodian" under Rule 206(4)-2 of the Investment Advisers Act of 1940 or applicable state law.

6. Consent to "Batch Trading"

You consent to your Assets being included in "batch" trades. Transactions of your Assets will be effected independently, unless we decide to purchase or sell the same securities for several Customers at approximately the same time. We may (but are not obligated to) combine or "batch" such orders to obtain best execution, negotiate more favorable commission rates, or allocate equitably among our Customers' differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among our Customers in proportion to the purchase and sale orders placed for each Customer Account on any given day. To the extent that we aggregate Customer orders for the purchase or sale of securities, including securities in which our affiliates may invest, we shall do so in accordance with applicable rules promulgated under the Investment Advisers Act of 1940, as amended, and no-action guidance provided by the staff of the Securities and Exchange Commission (or applicable state law). We shall not receive any additional compensation or remuneration as a result of the aggregation. We shall endeavor to process all Asset transactions in a timely manner, but neither represent nor warrant that any such transaction shall be processed or effected by the broker-dealer on the same day as requested.

7. Proxies

You are responsible for (a) directing the manner in which proxies solicited by issuers of securities will be voted and (b) making all elections relating to mergers, acquisitions, tender offers, bankruptcy proceedings and other events pertaining to the securities. We will instruct the custodian to forward copies of all proxies and shareholder communications relating to the Assets to you.

8. Trade Confirmations, Statements and Tax Forms

The custodian of your Assets, Interchange Clearing LLC, will be responsible for producing confirmations of each transaction executed for the Assets and a brokerage statement no less than quarterly to you directly. We may also send you a report, including an inventory of holdings and performance from time to time. We recommend that you compare and verify the information in our report with the information on the statements you receive directly from the custodian.

9. Risk Acknowledgment / Advisor Liability

We do not guarantee the future performance of your Assets, any specific level of performance, the success of any investment recommendation or strategy or the success of our overall management of the Assets. Our investment recommendations are subject to various market, currency, economic, political and business risks. Investment decisions will not always be profitable.

We have a fiduciary duty to Customer under the Investment Advisers Act of 1940, as amended, and our obligations thereunder cannot be waived under this limitation of liability under any circumstances. However, to the fullest extent permitted by applicable law, we shall not be liable to Customer for certain losses (including market losses), damages, costs, or expenses arising from: (a) any investment decision made or other action taken in good faith while acting in the Customer's best interest in accordance with Customer's investment objectives, financial circumstances, risk tolerance or time horizon, as provided by the Customer; (b) adhering to any written or oral instructions provided by the Customer; or (c) any act or failure to act by the custodian or broker-dealer of Customer's Assets or any other third party, except for losses resulting from our gross negligence, willful misconduct, or violation of applicable law, including federal securities laws.

Further, we shall not be liable for delays or errors in performance or execution of services due to circumstances beyond our control, including but not limited to acts of God, acts of civil or military authority, national emergencies, pandemics, or failure of communication or other systems beyond its reasonable control. In the event of equipment breakdowns or other interruptions beyond our control, we will take reasonable steps to minimize service interruptions but shall have no liability for any such interruptions. If the Assets we are managing under this Agreement are only a portion of your total assets, we will not be responsible for (a) any of your assets that we are not managing under this Agreement; or (b) diversifying all of your assets.

Notwithstanding the foregoing, nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Customer may have under applicable federal or state securities laws, nor shall it be construed as limiting our fiduciary duty to Customer under the Investment Advisers Act of 1940, as amended. This provision shall survive the termination of this Agreement.

10. Indemnification

You will defend, indemnify and hold us and our affiliates harmless from all obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses, including but not limited to attorneys' fees, expenses and court costs, paid, suffered, incurred or sustained by us or our affiliates arising out of or in connection with any misrepresentations or omissions made by you in this Agreement, any inaccuracies in the information that you provide to us, or any instructions that you provide to us in connection with your Assets.

11. Non-Exclusivity

We may render investment advice to others. We and our affiliates may take the same or similar positions in specific investments for our other Customers' and our own Accounts, as we do for you. We have no obligation to purchase or sell, or to recommend for purchase or sale, any security which we or our affiliates may purchase or sell for our other Customers' and our own Accounts.

12. Authority

You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are subject or bound, whether arising out of contract, operation of law, or otherwise. If you are an entity, this Agreement has been duly authorized by appropriate entity action and when executed and delivered will be valid and binding in accordance with its terms. At our request, you will promptly deliver a corporate resolution or other action authorizing this Agreement.

13. Referral Fees

If you were introduced to us by a solicitor or promoter, we may pay that solicitor a referral fee. The referral fee will be paid by us and will not result in any additional charge to you. If you were introduced by an unaffiliated solicitor, you acknowledge receipt of the written Promoter Disclosure Statement disclosing the terms of the solicitation arrangement between us and the solicitor, including the solicitor's compensation.

14. Information and Confidentiality

You represent that the information supplied by you in connection with the opening of your Account is a complete and accurate representation of your financial position and Investment Needs. You will promptly inform us in writing if and when such information becomes incomplete or inaccurate. You will provide us with any other information and documentation that we may request in connection with this Agreement or related to your Investment Needs. We are not required to verify the accuracy of the information.

The information you provide us in connection with this Agreement is confidential. Pursuant to our privacy policy, we will not disclose it, except in limited circumstances. Typically, we only disclose the information as permitted by law, or as needed, to implement your Investment Needs or perform the services contemplated by this Agreement. Please see our Privacy Policy Notice for details regarding how we protect your non-public personal information.

15. Joint Customer

If this Agreement is with more than one Customer, we will base our services on your joint goals as collectively given to us. We may rely on instructions and information we receive from any of you. We are not accountable for any change in the relationship between you and can continue to act on the instruction of any of you as long as this Agreement remains in effect.

16. Receipt of Disclosures

You acknowledge receipt of our Privacy Policy Notice, written disclosure brochure as set forth on Part 2A of Form ADV and all accompanying appendices, our brochure supplement(s) as set forth on Part 2B of Form ADV (if applicable), and Form CRS, or ADV Part 3, or another document meeting the disclosure requirements of applicable federal or state law.

17. Death or Disability

If you are a natural person, your death, disability or incompetence will not change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving us proper written notice.

18. Terms of Agreement and Termination

We have the right to modify this Agreement at any time. We will provide you with notice of each modification. A modification will become effective unless you provide us with notice of your intention to terminate the Agreement. You will abide by any rules, procedures, standards, requirements or other conditions that we establish in connection with your Assets or this Agreement. This Agreement will continue indefinitely unless terminated in writing as provided below.

This Agreement may be terminated at any time upon receipt of written notice to terminate given by either party to the other. Your notice should include instruction as to whether the Assets should be liquidated or transferred. Termination of this Agreement will not affect (a) the validity of any action previously taken under this Agreement; (b) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (c) your obligation to pay us fees that have already been earned under this Agreement. Upon the termination of this Agreement, we will not have a continuing obligation to take any action.

If you terminate this Agreement, we will promptly repay you any unearned portion of the Investment Advisory Fee and you will promptly pay us any unpaid but earned Investment Advisory Fee, as appropriate.

19. Notices

Any notice, document, delivery or other communication produced in connection with this Agreement shall be considered valid whether delivered by electronic or other means and will be deemed effective upon receipt. It is your responsibility to immediately review all communications, including emails, and to advise us of any discrepancies.

You hereby consent to receiving communications from us by email or other electronic delivery without also receiving paper copies. Your consent may be revoked at any time by informing us in writing. By sending or receiving sensitive or confidential electronic communications, you accept the risks and possible lack of confidentiality over the Internet. You agree to hold us and our affiliates, successors and assigns free from any damages related to or arising from the delivery of electronic communications.

20. Arbitration

To the extent permitted by law, any controversy, dispute or claim arising out of or relating to this Agreement will be submitted to arbitration before a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association. The prevailing party will be entitled to reasonable attorneys' fees, costs and expenses.

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 applicable state securities laws.

21. Assignment

We may not assign this Agreement without your consent, as required by Section 205(a)(2) of the Investment Advisers Act of 1940, as amended. We may request your consent to an assignment by providing you with at least thirty (30) days' prior written notice describing the proposed assignment, the effective date of the assignment, and any material changes to the advisory relationship resulting from the assignment. Unless you notify us in writing before the effective date that you object to the assignment or terminate this Agreement, you will be deemed to have consented to the assignment as of the effective date stated in the notice. You may terminate this Agreement at any time before the effective date of the assignment without penalty. Transactions that do not result in a change of actual control or management will not be considered an assignment.

22. Governing Law, Venue, and Jurisdiction

Except for the section entitled Arbitration, which will be governed by the Federal Arbitration Act, to the extent permitted by law, this Agreement and any dispute, disagreement, or issue of construction or interpretation whether relating to its execution, its validity, the obligations provided herein, or performance will be governed by the internal laws of the State of Washington (the "Governing Jurisdiction") without regard to choice of law considerations.

Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement will be brought and determined in the appropriate federal or state court in the Governing Jurisdiction 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 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.

23. Miscellaneous

This Agreement and the Exhibits are the entire agreement between the parties and supersedes all understandings, agreements (oral and written), and representations with respect to the subject matter of this Agreement. This Agreement may only be amended or modified with our written consent. Neither party has made or relied on any representation, inducement or condition not in this Agreement.

No failure by us to exercise any right, power, or privilege will operate as a waiver thereof. No waiver of any breach of this Agreement by you will be deemed to be a waiver of any subsequent breach.

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 such provision and such 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 such provision was not included.

Section headings have been inserted for reference only and will not be deemed to limit or otherwise affect, in any manner, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

Any reference to an exhibit in this Agreement will be to the exhibit, as amended and restated from time to time.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

Acceptance of this Agreement by electronic means will be deemed to have the same legal and binding effect as execution of an original signed hard copy of this Agreement.