Asset Management Agreement

DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT

This investment management agreement (the “Agreement”) is made on this between the undersigned party, (hereinafter referred to as “you” or “your”), and Chronim Investments, Inc. d/b/a Snider Advisors, a registered investment adviser, whose mailing address is 100 Decker Ct. Suite 120, Irving, TX 75062, (hereinafter referred to as “us,” “we,” or “our”).

Scope of Engagement. You hereby appoint us as your investment adviser to perform the services hereinafter described and we accept such appointment under the terms and conditions hereinafter stated. We shall be responsible for the investment and reinvestment of those assets that you designate to be subject to our management (the “Assets” or “Account”) in accordance with the information you supply to us on the Client Profile. The SIM Management Services will consist of managing the Assets identified using the Snider Investment Method.

You hereby grant us discretionary authority to buy, sell, or otherwise effect investment transactions involving the Assets. We are authorized, without your prior consultation, to buy, sell, and trade in stocks, bonds, mutual funds, index funds, exchange traded funds, and other securities and/or option contracts relating to the same, on margin (only if a separate written margin authorization has been granted) or otherwise and to give instructions in furtherance of such trading authority to the custodian of the Account and Assets (“Custodian”).

Unless otherwise specifically and expressly indicated in this Agreement, you acknowledge and understand that the service to be provided by us under this Agreement is limited to the management of the Assets and does not include financial planning or any other related or unrelated services. To the extent that you desire any services outside the scope of this Agreement, the specific nature of the services required shall be set forth in a separate written agreement for which services we shall be paid a separate and additional fee.

You will also be entitled to use the Data Services including access to Lattco, our online research tool for use with the Snider Method, for no additional fee.

Adviser Compensation. Our annual fee for the services provided under this Agreement (“Adviser Compensation”) shall be a percentage of the market value of the Assets under our management collected in arrears in accordance with the fee schedule attached hereto as Exhibit A. No portion of Adviser Compensation shall be based on capital gains or capital appreciation of the Assets except as provided herein and provided for under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and no increase in the annual fee shall be effective without prior written notification to you.

You hereby authorize us to invoice the Custodian for the Adviser Compensation (the “Fee Statement”) and to authorize the Custodian to deduct the amount stated in the Fee Statement from your Account. We shall send you and the Custodian a copy of the Fee Statement at the same time and, additionally, include in your Fee Statement a calculation of the specific manner in which the Adviser Compensation was calculated and the value of the Assets on which the Adviser Compensation was based. We shall also instruct the Custodian to send you a statement, at least quarterly, indicating all amounts disbursed from the Account including the Adviser Compensation paid from the Account. You acknowledge that the Custodian will not determine whether the Adviser Compensation is accurate or properly calculated. We suggest clients verify the accuracy of the fee calculation upon receipt of the Fee statement.

In addition to our Adviser Compensation, you may also incur certain charges imposed by unaffiliated third parties. Such charges include, but are not limited to, custodial fees, brokerage commissions, transaction fees, charges imposed directly by a mutual fund, index fund, or exchange traded fund purchased for the Account which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), certain deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.

Execution of Brokerage Transactions. If requested, we 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 we will seek competitive commission rates, we may not necessarily obtain the lowest possible commission rates for Account transactions. We shall endeavor to process all Account transactions in a timely manner, but do not warrant or represent that any such transaction shall be effected on the same day as requested.

Consistent with obtaining best execution, transactions for your Account may be directed to registered broker-dealers in return for research products and/or services that assist us in our investment decision-making process. Such research generally will be used to service all of our clients, but brokerage commissions paid by you may be used to pay for research that is not used in managing your Account. Thus, you may pay the Broker-Dealer a greater commission than another qualified broker-dealer might charge to effect the same transaction where we determine in good faith that the commission is reasonable in relation to the value of the brokerage and research services received.

Transactions for each client account generally will be effected independently, unless we decide to purchase or sell the same securities for several clients 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 clients 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 clients in proportion to the purchase and sale orders placed for each client account on any given day. To the extent that we aggregate client orders for the purchase or sale of securities, including securities in which persons associated with us (as defined in the Advisers Act; hereafter “Associated Person(s)”) may invest, we shall do so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the Securities and Exchange Commission. We shall not receive any additional compensation or remuneration as a result of the aggregation.

Custodian. We shall not hold nor maintain custody of your Assets; rather your Assets shall be held in the custody of the Custodian. We are authorized to give instructions to the Custodian with respect to all investment decisions regarding the Assets and the Custodian is hereby authorized and directed to effect transactions, deliver securities, make payments and otherwise take such actions as we shall direct in connection with the performance of our obligations with respect to the Assets. The fees charged to you by the Custodian are exclusive of, and in addition to, the Adviser Compensation and other charges discussed herein.
Broker-Dealer. You hereby acknowledge and understand that we must engage in securities brokerage transactions, which must be effected through a broker-dealer. Broker-dealers charge brokerage commissions and/or transaction fees for executing securities brokerage transactions.

Neither we, nor any of our Associated Persons, will receive any portion of the brokerage commissions and/or transaction fees charged to you by the Broker-Dealer.

However, in return for effecting securities brokerage transactions through certain broker dealers, we may receive from those broker-dealers, investment research products or services that assist us in our investment decision-making process for you and our other clients.

The brokerage commissions and/or transaction fees charged to you for securities brokerage transactions are exclusive of, and in addition to, Adviser Compensation and other charges, discussed herein.

Risk Acknowledgement. We do not guarantee the future performance of your Account, any specific level of performance, the success of any investment decision or strategy that we may use, or the success of our overall management of the Account. You understand that our investment decisions made for your Account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.
Adviser Liability. We will manage only the securities, cash and other investments held in Client’s Account and in making investment decisions for the Account, we will not consider any other securities, cash or other investments owned by Client. Except as may otherwise be provided by law, we will not be liable to Client for (a) any loss that Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by us with that degree of care, skill, prudence, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; (b) any loss arising from our adherence to Client’s instructions; or (c) any act or failure to act by the Custodian, any broker or dealer to which we direct transactions for the Account, or by any other third party. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that Client may have under those laws.

We shall not be responsible for (i) those assets that you have not designated to be the subject of our investment management services under this Agreement; or (ii) proper diversification of all your assets.

Proxies. Unless you direct otherwise in writing, we are precluded from and you shall be responsible for: (a) directing the manner in which proxies solicited by issuers of securities you beneficially own shall be voted, and (b) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities in the Account. We are authorized to instruct the Custodian to forward to you copies of all proxies and shareholder communications relating to the Assets.
Reports. We will provide you with a report that may include such relevant Account and/or market related information such as an inventory of Account holdings and Account performance on a quarterly basis. You will also receive timely confirmations of each transaction executed for the Account and a brokerage statement no less than quarterly directly from the Custodian.
Non-Exclusivity. We, our Associated Persons, employees, affiliates, representatives, and agents, may have or take the same or similar positions in specific investments for our own accounts, or for the accounts of other clients, as we do for you. You expressly acknowledge and understand that we shall be free to render investment advice to others and that we do not make our services available exclusively to you. Nothing in this Agreement shall put us under any obligation to purchase or sell, or to recommend for purchase or sale for the Account, any security which we, our Associated Persons, employees, affiliates, representatives, or agents, may purchase or sell for our own accounts or for the account of any other client, unless in our sole determination, such investment would be in the best interest of the Account.
Notices. Any notice or other communication required in connection with this Agreement will be deemed effective upon receipt if confirmed by the other party or by an independent third party. Delivery of any notice to you by electronic means which can be confirmed will be deemed effective unless you have notified us to send notices by nonelectronic means. We may rely upon any such direction unless and until we have been advised in writing of changes thereto.
Assignment. This Agreement will bind and be for the benefit of the parties to the Agreement and their successors and permitted assigns, except that this Agreement may not be assigned (within the meaning of the Advisers Act or applicable state securities laws) by either party without the consent of the other party.
Terms of Agreement and Modifications. By entering into this Agreement you agree to comply with the terms and conditions contained herein, and agree and acknowledge that we have the right to modify this Agreement in any way at any time. We will provide you with notice of any such modifications and such modification shall thereafter become effective unless you provide us with notice of your intention to terminate the Agreement. You further agree to abide by any rules, procedures, standards, requirements or other conditions that we may establish in connection with your Account or this Agreement. The authority you grant us pursuant to this Agreement shall remain in force and effect unless and until you revoke such authority in writing. Such revocation shall be effective upon our receipt. We shall contact you at least annually to review our previous services and/or recommendations and to discuss the impact resulting from any changes in your financial situation and/or investment objectives.
Confidentiality. Except as required by applicable law, rule or regulation, or in order to implement your investment objectives, both parties agree to treat information provided in connection with this Agreement as confidential.
Receipt of Disclosures. Our Privacy Policy Notice and ADV Part 2 will be delivered at the time of entering into this agreement.
Client Conflicts. If this Agreement is with more than one client, our services shall be based upon the joint goals as communicated to us by the joint-clients, collectively. Thereafter, we are authorized to rely upon instructions and/or information we receive from either party, unless and until such authorization is revoked in writing to us. We shall not be responsible for any claims or damages resulting from reliance on such authority or from any change in the status of the relationship between the joint-clients.
Arbitration. Subject to the conditions and exceptions noted below and to the extent not inconsistent with applicable law, in the event of any controversy, dispute or claim arising out of or relating to this Agreement, both parties agree to submit the dispute to arbitration before a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association then in effect. The prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses.

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

Death or Disability. If you are a natural person, your death, disability or incompetence will not terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving us proper written notice.
Client Representations, Warranties, and Acknowledgements. 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 bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request.

You acknowledge that you have provided us with the information set forth on the Profile and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, and objectives at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement.

You agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, or objectives, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

Retirement or Employee Benefit Plan Accounts. This section applies to an Account that is a pension or other employee benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

If the Account is part of a Plan and we accept appointment to provide advisory services to such Account, we acknowledge that we are a “fiduciary” within the meaning of Section 3(21) of ERISA (but only with respect to the provision of services described in Section 1 of this Agreement). We represent we are registered as an investment adviser and duly qualified to manage Plan assets under applicable regulations.

You represent that (i) our appointment and services are consistent with the Plan documents, (ii) you have furnished us true and complete copies of all documents establishing and governing the Plan and evidencing your authority to retain us, and (iii) if you have directed us to use a certain broker-dealer, we are unable to seek best execution for transactions in the Account and you may pay higher brokerage fees than if we were authorized to direct transactions to another broker-dealer that could provide best execution. You further represent that you will promptly furnish us with any amendments to the Plan, and you agree that, if any amendment affects our rights or obligations, such amendment will be binding on us only with our prior written consent. If the Account contains only a part of the assets of the Plan, you understand that we will have no responsibility for the diversification of all of the Plan’s investments, and we will have no duty, responsibility or liability for your assets that are not in the Account. If ERISA or other applicable law requires bonding with respect to the assets in the Account, you will obtain and maintain at your expense bonding that satisfies this requirement and covers us and any of our affiliates.

Entire Agreement. This Agreement and the Exhibits annexed hereto, which Exhibits are incorporated herein by reference and made a part hereof, constitute the entire Agreement between the parties and supersedes all understandings, agreements (oral and written), or representations with respect to the subject matter hereof. This agreement may only be amended, revised, or modified with Snider Advisors written consent. Each party acknowledges that no representation, inducement or condition not set forth herein has been made or relied upon by either party.
Waiver. No failure by us to exercise any right, power, or privilege that we may have under this Agreement shall operate as a waiver thereof. Further, no waiver of any deviation from, or breach of, this Agreement by you shall be deemed to be a waiver of any subsequent deviation or breach.
Severability. 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 shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction. The remaining provisions of this Agreement shall be valid and binding and of full force and effect as though such provision were not included.
Termination. You shall have five (5) business days from the date of execution of this Agreement to terminate our services without penalty. This Agreement will continue in effect from the date set forth above and may be terminated at any time upon receipt of written notice to terminate by either party to the other, which written notice must be manually signed by the terminating party. Termination of this Agreement will not affect (a) the validity of any action previously taken by us 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 any continuing obligation to take any action. If you terminate our services, the balance (if any) of our unearned fees shall be refunded to you and the balance (if any) of our earned fees shall be charged to you.
Governing Law, Venue, and Jurisdiction. To the extent not inconsistent with applicable federal law, this Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the laws of the state of residence of the clients without regard to choice of law considerations except for the Section entitled Arbitration, which shall be governed by the Federal Arbitration Act. Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement shall be brought and determined in the appropriate federal or state court in the state of residence of the clients. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.
Data Services Limits of Liability IN NO EVENT SHALL SNIDER ADVISORS (OR ANY ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH SNIDER ADVISORS, OR ITS OFFICERS, DIRECTORS OR EMPLOYEES) BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT), IN CONNECTION WITH THE DATA SERVICES OR THE DATA ARISING OUT OF THIS AGREEMENT. IN THE EVENT THAT SNIDER ADVISORS IS NEVERTHELESS HELD LIABLE UNDER THIS AGREEMENT OR WITH RESPECT TO THE SERVICES OR THE DATA, UNDER ANY THEORY OF LIABILITY WHETHER IN CONTRACT OR TORT OR OTHERWISE, SNIDER ADVISORS CUMULATIVE LIABILITY UNDER ANY LEGAL THEORY SHALL NOT EXCEED THE FEES RECEIVED BY SNIDER ADVISORS UNDER THIS AGREEMENT FROM USER DURING THE SIX MONTH PERIOD PRIOR TO THE DATE SUCH CLAIM IS MADE. SNIDER ADVISORS IS NOT A BROKER AND IS NOT LIABLE FOR ANY ACT OR OMISSION OF YOUR BROKER. NO LIABILITY TO SNIDER ADVISORS HEREUNDER SHALL ATTACH INDIVIDUALLY TO ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES. THE DATA SERVICES AND THE DATA ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY LAW, SNIDER ADVISORS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY USER OR ANY THIRD PERSON ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN PROVIDING THE DATA OR THE SERVICES AND ANY INACCURACIES, LACK OF TIMELINESS, ERRORS OR OMISSIONS IN THE DATA OR THE DATA SERVICES OR THE RESULTS TO BE OBTAINED FROM USE OF THE DATA AND THE DATA SERVICES. THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES WHETHER EXPRESS OR IMPLIED IN LAW OR IN FACT, ORAL OR IN WRITING WITH RESPECT TO THE SERVICES OR THE DATA. USER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATIONS OR WARRANTY MADE BY SNIDER ADVISORS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
Section or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

By each party executing this Agreement they acknowledge and accept their respective rights, duties, and responsibilities hereunder. This Agreement is only effective upon our execution below. (For ERISA Plans, the Authorized Plan Fiduciary or Trustee should sign below)

ELECTRONIC DELIVERY NOTIFICATION

Notices and other communications to the you hereunder will be delivered or furnished by electronic communication (including e-mail, websites, Internet, etc.) pursuant to procedures approved by us. You can activate paper delivery by calling us, writing to us, or emailing us.

Exhibit A

Schedule of Fees

We shall provide SIM Management Services described in the Agreement to which this Exhibit A is attached for an annual fee based upon the following fee schedule:

                                                                Less than $500,000                                  2.50%
                                                                $500,001 - $2,000,000                              2.00%
                                                                $2,000,001 - $5,000,000                           1.50%
                                                                More than $5,000,001                               1.00%

As discussed in the Agreement, these fees are billed on a monthly basis, in arrears. The fees are based upon the asset value as of the end of the prior month (as it appears on your brokerage statement). You will receive an invoice for the fees. If you have arranged to have your fees deducted from your account, the trustee will receive a copy of the invoice and will pay the fee.

The fee for each month for all the accounts owned by one individual or one trust is subject to a maximum, which is the fee for the smallest asset value for the next level. For example, accounts under $500,000 will pay 1/12 of 2.5%, but not more than 1/12 of 2.0% of $500,000. You may aggregate all the accounts owned by you, your spouse and minor children to determine the fee percentage. The billing period is from one options expiration date to the next (options expire on the third Friday of each month). The period starts on the Monday following expiration. Fees are prorated by days in any period in which the services terminate. Upon termination, any unpaid fees are due or any unearned fees will be refunded.

Snider Advisors offers a rebate against asset management fees for clients who access the Snider Investment Method™ online course. You must sign on with Snider Advisors within one year of first accessing the online course and meet the minimum qualifying account size of $200,000. Any client who meets the requirements will receive a credit toward asset management fees equal to 75% of their Snider Method workshop tuition. Snider Advisors will deduct $200 from the client’s asset management fee each month until the 75% rebate is achieved. Clients who attend other workshops where the Snider Investment Method is taught may be granted a waiver of some portion of their workshop attendance fee. Snider Advisors will consider each of these cases individually and the decision to grant waivers and the amount of such waivers will be our decision solely. Finally, lower fees for comparable services may be available from other sources.

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November 6, 2024 2:07 pm CST

Asset Management Agreement Uploaded by Jesse Anderson - janderson@snideradvisors.com IP 98.6.47.218